


2 Broke Girls In Love

by MTL17



Category: 2 Broke Girls
Genre: Anal, BDSM, F/F, First Time, Fisting, Oral Sex, Rimming, Spanking, Strap-Ons
Language: English
Status: In-Progress
Published: 2014-05-20
Updated: 2017-12-17
Packaged: 2018-01-25 21:35:35
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 6
Words: 37,809
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/1663268
Author URL: https://archiveofourown.org/users/MTL17/pseuds/MTL17
Summary: <blockquote class="userstuff">
              <p>Max's mouth gets her in trouble again. This fic takes place during Episode 2 of Series 3.</p>
            </blockquote>





	1. Chapter 1

**Author's Note:**

> Disclaimer: I do not own 2 Broke Girls. I do not make any money from the writing of this story.

Max Black like to think she was smart. Not like book smart, or smart in any way she could make a profit from, but she had a knack for seeing through peoples bull-shit. Except a few of her boyfriends. A lot of them, actually. And her Mom's. And, apparently, her own.

"It has to be that way, you're my best friend Caroline, I love you!" Max blurted out before her eyes widened and her already pale complexion practically reached blinding white.

Sadly this wasn't Max's first moment of perfect clarity where she realised she'd been blinded to something painfully obvious, but it was the first time such a realisation left her practically comatosed. And if that hadn't been bad enough her confession had left the normally painfully talkative Caroline Channing speechless, which gave Max plenty of time to think back over the last two years to find like a gazillion jokes, comments, feelings and scenarios which lead her to one inevitable conclusion.

She wasn't smart, she was dumb. She was the dumbest fucking moron on the whole fucking planet for not seeing this coming, for not preventing it, for letting anyone into her life when history had told her time and again what that led too.

"Max." Caroline softly said after what felt like an eternity, "Is that the first time you said I love you?"

"I, I have to go." Max mumbled, seemingly turning and heading towards the door in slow motion, giving Caroline more than enough time to pass her and block her way.

"What's the matter?" Caroline asked, obviously confused.

"Nothing. I'm just embarrassed." Max stammered, before quickly adding, "Look, I'm sorry. I didn't mean to talk behind your back. Sending that text was an automatic response, just stupid Max trying to be funny and failing miserably. And I'm sorry, and I didn't mean it, I don't mean any of the crap I say about you, and I'm really, really not sick of you. I could never be sick of you. You're the only person in the entire world I'm not sick of. So... I'm sorry. Can we just forget this ever happened?"

There was a long pause in which the word 'yes' almost escape Caroline's lips a thousand times, an almost overwhelming part of her mind trying to make her say that one little word which would make this all ok. Except she didn't really believe it would make it ok, hence why even though it was the scariest thing she'd ever done Caroline said something else.

"You, you mean as a friend, right?" Caroline stammered.

"What?" Max frowned.

"You love me as a friend?" Caroline clarified.

Max paused for far too long for her next words to be convincing, not that they sounded that way, "Erm, yes. Duh! I mean... what, what else would I have meant?"

"I don't know, you tell me." Caroline softly said.

There was a long pause and then Max asked, "What do you want from me Caroline?"

Desperately thinking what to say Caroline lowered her head for a few seconds, then softly repeated, "You tell me."

More silence, and then Max said, "I just want to go back to the way things were and forget all about this."

"Fine." Caroline said, briefly turning her back on her friend and desperately trying to leave it there and failing, "I mean, God forbid we actually have an honest conversation about how we feel when we could just keep dancing around the issue."

"Caroline." Max said in a warning tone.

"You know what Max." Caroline practically yelled as she turned back to face her friend, almost losing her nerve before she found it again, "It's not fine. None of this is fine. Or it is given as you rightfully said fine doesn't mean fine, so yes Max, I'm fine!"

"FINE!" Max yelled, "I'm in love with you. Is that what you want to hear? Well sorry Princess, this ain't no fairy-tale. I don't love you. I'm incapable of love. I just have a crush on you, that's it. And it's no big deal because nine times out of ten I'll choose a guy over a girl. In fact I'd choose just about anyone over you because I actually like you and don't want to fuck up our friendship."

There was another pause where the two girls just stared at each other, and then Caroline lowered her head, "I... I don't want to ruin our friendship either."

"Ok." Max said, breathing a sigh of relief, "So can we forget about all this?"

There was yet another moment of silence, and then Caroline blurted out, "I think we should have sex!"

Max blinked a few times and then exclaimed, "What? Are you crazy? You just said you didn't want to ruin our friendship!"

"I know, I know, and I don't... but... just here me out, ok?" Caroline said, briefly holding her hands up before talking rapidly, "I may, kind of, sort of, have a tiny crush on you too and... and it's been driving me crazy because I'm not into women. Like, at all. I know we joke around all the time, but I'm just really, really not into that. But... oh God, you're just so hot! I literally can't take my eyes off you sometimes and it drives me crazy. And apparently for all your jokes and mixed signals you like me that way a little bit, so... so maybe we should just do it and get it out of the way."

"Awww, how romantic." Max scoffed.

"It's not supposed to be." Caroline pointed out, "It's practical. I mean, it's been two years and I can honestly say my feelings for you aren't going away. If anything it's just getting worse, and while I could be way off base here I think it's the same for you. So, instead of letting these feelings keep simmering lets just get it over with. Let's just have one night of... of, lesbian sex, then pretend like it never happened."

The way Caroline lowered her voice and whispered 'lesbian sex' was so cute Max almost smiled. Almost. Then again since Oleg was probably listening in it was more a practical thing, much like Caroline's whole suggestion itself. Which, Max was horrified to realise, actually sounded completely logical to her. In fact, it almost seemed like something she would suggest, perhaps a sign that she was rubbing off on the formerly prim and proper ex-heiress. And try as she might Max couldn't think of a reason not to agree.

Actually she thought of a very good reason to agree, "Alright, fine, but only because given our track record it will be a disaster."

Caroline brightened up, "You know what, you're right? It'll probably suck."

*

It didn't. It totally didn't.

The rest of the day sucked because the 2 girls couldn't stop thinking about what they had agreed too. It only got worse in the evening when they opened up their little cupcake window, Max and Caroline agreeing to take it in turns selling cupcakes because they just couldn't stand next to each other. It freaked them both out, as did looking at each other, the two friends unable to look each other in the eye for an entire day. Yet ironically they found their eyes lingering on each other, but be fair was nothing new but there was no more pretending it was friendly admiring or jealousy. No, they were blatantly checking each other out, so much so that Earl, Oleg and even Han noticed.

Finally after 12 long hours of hell the 2 dirt poor girls stumbled home in total silence, still barely even looking at each other even as they reach their front door.

Naturally it was Max who was the first one to utter a sentence, even if she was staring at the door rather than Caroline, "You know what, it's been a long day, and it's late, so it would probably be better if... if we did something tomorrow instead or-"

While she was talking Max unlocked the door, walked inside and allowed Caroline to follow her before locking it again. Then and only then did she finally turn around to look at Caroline, but before she could finish trying to talk herself out of this situation the blonde interrupted her in the worst way possible. Namely by pressing her lips against hers.

Instinctively every single muscle in Max's body tensed and she automatically tried to push Caroline away. However she just ended up accidentally grabbing the blonde's boobs, which although tiny compared to the giant mountains underneath Max's shirt, felt really nice in the brunette's hands. Of course that was kind of an afterthought to having Caroline's lips pressed against her own, Max not really becoming aware that she was touching her friend's boobs until a few long seconds had past, and by then she had bigger problems.

Max had never really felt a spark kissing a girl before so it wasn't something she went out of her way to do. In fact during girl on girl sex she tried to avoid it. So just over 12 hours ago she had figured kissing Caroline would do nothing for her, and the last 12 hours she had been terrified to do it because she was almost certain there would be a spark.

In reality it was less of a spark and more of a fireworks display, Max's entire mind becoming cloudy with desire from just one simple infuriating kiss, which quickly turned into another and another and another, Max forgetting all about her worries as her best friend pushed her up against their door and frantically made out with her for who knows how long.

When she finally pulled back panting breathlessly Caroline rested her forehead against Max's and then stammered, "I'm, I'm sorry... I, I, I, I just don't think I can take another day like that. You know?"

The way Max looked at her, like a hungry predator about to devour her, made Caroline feel like she was going to wet herself in the good way.

"Absolutely." Max murmured, a throaty sound which was barely audible.

Then Max was the one kissing Caroline, hard and rough right from the get go while pushing her backwards into their home. It was nothing short of a miracle that Caroline didn't fall over given that she was stumbling backwards in heals having no idea where she was going. She didn't even think Max knew, however the chance of falling on her ass, or even cracking her head on something, meant little or nothing to her. Not if it was the price to pay to keep kissing Max.

Part of Caroline was terrified that she was thinking like that but it was useless to pretend this wasn't something she now desperately wanted, perhaps even needed, and so far it was so very, very good.

The first kiss had been needy and passionate but was nothing compared to this, their tongues no longer caressing each other but battling for dominance inside each other's mouths. Of course during the first kiss, or first series of kisses, their tongues hadn't been added until it was almost over, and that time it had been Caroline wanting to feel what it was like just in case Max didn't let her kiss her again. Now Max was practically choking Caroline with her tongue, the blonde feeling like she was fighting for her life and losing. And, somehow, it almost felt like it was almost worth losing.

All of a sudden they were falling, Caroline so sure she was about to land hard on the floor or something worse that she broke the kiss and opened her mouth to let out a scream of pain. Only she ended up landing on something soft, and although Max landed on her afterwards that only knocked the wind out of her slightly, so all Caroline ended up letting out was a soft cry. Which was quickly forgotten when she found herself lying on top of Max's bed with her roommate/best friend/business partner on top of her, the two of them staring into each other's eyes for a painfully long moment.

Then Caroline mumbled, "You... I... we should probably get naked now."

Max raised an eyebrow and smiled, "Ohhhh, I love it when you talk dirty."

Actually kind of charmed by this, and wanting to lighten the mood, Caroline grinned and in her best manly voice said, "Yeah, strip for me baby."

Suddenly feeling emboldened Max said in her best stripper/porn star voice, "Oh yeah, I'll strip for you baby. Gonna strip for you so good and make you dyke out for my big titties."

For a moment things were back to normal. Max and Caroline goofing around, cracking jokes and teasing each other with totally meaningless things. Then Max reached down and pulled off her shirt while totally expecting another bad joke from her best friend. Instead any humour was immediately sucked out of the mood as Caroline stared at Max's massive rack like a teenage boy seeing his first pair of boobies, and Max hadn't even removed her bra yet.

Max had become very used to people staring at her big tits. It wasn't like those people were even trying to be subtle about it, but even when they tried Max could normally tell. Caroline was definitely one of those people who tried to be subtle but dismally failed, and while Max tried to tell herself at first that like most women the blonde was just staring out of jealousy the truth was Caroline stared far too frequently and longingly for her thoughts to be platonic. And yet Caroline had never had the opportunity to stare at her for this long, and even when compared to all the other times Max was sure she had looked it had never been like this. Hell, Max was pretty sure no one had ever looked at her like this.

Despite herself Max found it kind of intoxicating, which was probably why she wordlessly removed her bra and posted the same careless direction she had flung her shirt. That caused Caroline's gaze to turn from mostly wonder to mostly shameless lust, this new look actually making Max a little afraid of Caroline, or perhaps more accurately, afraid of what she was going to do next. Or how she would feel about what was going to happen next.

As it turned out what happened next was Caroline letting out an almost animalistic like sound and then flipping them over so she was on top. Max had no idea that Caroline possessed that kind of strength, not that she was complaining. Maybe she should be considering her nervousness, but as soon as she was on her back Caroline was latching onto her tits, swirling her tongue around each of her nipples in turn before taking them into her mouth and sucking them while her hands cupped those two inconveniently big mountains of flesh.

It felt so good all Max seemed to be able to do was moan, and laugh nervously, "Everyone loves the titties."

Caroline completely ignored her in favour of continuing to frantically lick and suck those huge tits, any further sarcastic words seeming to die on Max's lips as the brunette became lost in moaning, groaning and even whimpering in pleasure, the sights, sounds and feelings making Caroline feel overwhelmingly thrilled. Of course, Caroline had felt overwhelmed in general, the former rich girl literally feeling like she had no control over her body at the moment. Not that she was trying particularly hard to get it back.

The truth was Caroline had been thinking about this for a very long time, and now she finally was getting it she was rather glad to think it. And by 'it', she meant both fucking Max and getting the chance to play with her best friend's big boobs, Caroline finding that particularly the latter thing was better than she could have ever imagined. Ok, so she hadn't done the former thing yet and based off sucking on Max's tits she was have increasingly high hopes for it, but there was literally nothing Caroline had thought more about than the latter.

Max's boobs were just so... big. Huge. Enormous. Gigantic. Unmissable. As in Caroline literally tried to miss them but she just couldn't stop looking at them. And thinking about them. And dreaming about them. Which kind of, sort of, maybe said something about her, but it said a lot about Max too. After all this was all Max's fault. She was the one always flaunting those big titties, and sure, Caroline would do the same if she had tits like that, and she wasn't sure it was even possible to hide breasts that size, but regardless the point was Max was at least a little to blame for her lesbian fantasies getting out of hand.

While it was true that in the past Caroline had a few teeny tiny lesbian fantasies they were nothing compared to the graphic images which had been haunting her for over two years now and finally indulging in the most vivid of those fantasies was wonderful. Max's big boobs felt so wonderful. Those giant tits felt so, so wonderful in her hands, on her mouth and tongue, and even pressed up against her face, Caroline going berserk as she became lost in worshipping her best friend's big beautiful boobs.

She wasn't the only one, for a while Max was just as lost in her lust. There was another less familiar sensation which made her even more over whelmed, although when she finally realised what it was it freaked Max out for a moment. Then she considered herself with the fact that she had to be wrong. It's not like she'd even know 'happiness' if it punched her in the face, but she was pretty sure it wasn't just foreplay, because that would be ridiculous.

Of course with tits like hers Max had to be into foreplay, because even if they were in a hurry her lovers wanted some time with the 'girls'. It was more a skill she had learned over time and something that came naturally, because while Max at pretty sensitive her tits she never had a lover who felt that they truly knew what they were doing. Caroline was technically no exception in the fact that she seemed to be just making it up as she went along, and she was acting just as crazy for Max's big boobs as anyone, but somehow it felt different.

As Max had no doubt that Caroline was a lesbian virgin without the guts to look up any pointers on the Internet it had to be luck. Blind, stinking luck that Caroline was making her feel so fucking good, the tittie worship first wonderful and then torturous as for once Max didn't want to move on because she was fed up of someone slobbering on her tits. No, she desperately wanted to move on because she wanted a mouth on her cunt. Or some fingers inside her. Something, anything which would get her off.

So after enduring the tit worship for as long as she could Max pushed down on Caroline's head and demanded, "Lower. Lower! Lower, lower, lower, lower, good God Caroline lower. I need, oh God... yes... oh... lower... ohhhhhhh, oooooooh, mmmmmmmmm oh my fucking Goooooodddddd please lower. LOWER!"

Max's words became increasingly pleading as, after significant pushing, Caroline finally removed her mouth from the brunette's breasts and started fulfilling the request. She did it as slowly as possible, Caroline kissing her way down Max's body, something which felt like more the result of nervousness than an intention to tease, but the loudmouth brunette could care less why Caroline was doing this. She just cared about getting what she now wanted more than anything, even if that meant she had to say it out loud.

"Eat me! EAT ME!" Max practically screamed in frustration, "Eat me Caroline! Eat my pussy! Ooooooooohhhhhhh Gawwwwwwd, please eat my pussy. Lap my cunt. Tongue my twat. Mmmmmmm, go down on me like a little dyke bitch, dyke out on me, fucking AAAAAAAHHHHHHHH FUUUUUCCCCCKKKKKKK!"

The closer she got to her ultimate destination be more nervous Caroline got. After all it was one thing to daydream about going downtown on a member of her own sex, but could she actually go through with doing it? She was adding that fond of looking at her own vagina, and now she was planning on licking somebody else's. Except it wasn't just anyone. It was Max, the one person who had been there for her in her darkest hour and picked her up after her massive fall from grace and given her somewhere to live and something to work for.

Caroline clung on to that comforting thought as she moved lower and lower until she was officially between another girl's legs and staring at another girl's cunt, the girl in question tugging her to her destination. Which was kind of flattering, Max proving just how much she was now into this. How much she wanted it. Needed it. Needed Caroline. Max wanted and needed Caroline, that thought along with how much this girl truly meant to her pushing the blonde to lean forward, stick out her tongue and for the first time in her life lick another woman's pussy.

It was... surprisingly bearable. Not that Caroline had been fantasising about something that was really bearable, but she had thought reality would be shockingly different to the fantasy. As it turned out not so much, Caroline feeling comfortable going back for a second, third and fourth lick. After that she pretty much lost track, Caroline just doing her best to keep a steady rhythm of moving her tongue from the bottom of Max's pussy right up to the top.

After a while she tried listening to Max's moans to see if it would give her any clues what she do to please the other girl, who for once seemed speechless. Which was incredible ego boosting, don't get Caroline wrong, and she certainly wasn't going to allow Max to forget that her rug munching skills had turned the mighty Max Black into an incoherent mess, but a little more detailed encouragement would be appreciated. Of course, as Caroline should've known by now, you should be careful what you wish for.

"Oooooooooohhhhhhhhh myyyyyyy Gooooooodddddddd, you, mmmmmmm, you don't suck at this! I, ohhhhhhhhh, I was so sure you were going to suck at this!" Max moaned as her cloudy mind eventually got hold of itself, "Oooooohhhhhhh fuck Caroline, fuck me. Fuck me Caroline. Oh God, I can't believe I just said that. I can't believe I'm saying this, but oh God, please Caroline fuck me. Oooooooooh fuck, mmmmmm, fuck me with your tongue! Stick your tongue inside me and fuck me with it!"

Max had spent the last few minutes being overwhelmed with the fact that Caroline was going down on her. Caroline Channing. The bestist friend she'd ever had, and it pained her to admit that even in her own head that was what Caroline was, and she was going down on her. Her best friend was eating her cunt and as tough as she was Max thought it was understandable to be a little bit traumatised by receiving head from her closest female friend. Who, by the way, she was living with. And yeah, the fact that Caroline really, really wasn't sucking at this was perhaps the most alarming thing of all.

Of course when she came to her senses Max wanted more. She wanted more of the sensations which with the closest thing to true happiness she'd ever known, Max unable to stop herself begging for more if she tried. Which almost immediately led to Caroline stopping and looking up at her nervously, which in turn had Max desperately backtracking to think what she had said which could have put Caroline off. Ultimately she concluded asking for a tongue fucking was perhaps too much, and while it didn't seem that way to her Max quickly scrambled for another option.

"Or you could you know, suck my clit a little." Max offered, and then when Caroline seemed even more unsure added, "I mean, you don't have too, but it would be cool if you could. Now or later. Or you could suck my pussy. I know that sounds weird, but it works. Oh, or you could finger me? Fingering isn't that bad, right? Not compared to AAAAAAAHHHHHHH FUUUUUUUCCCCCCKKKKKKKKKKK!"

Taking her by surprise Caroline suddenly darted her head forwards, wrapped her lips round Max's clit and began sucking on it. That had Max jerking her head back against the pillow so roughly that she swore she broke something in her neck. She wasn't sure that was even possible but if it was she did it. Not that she cared, Max's entire world quickly beginning to revolve around Caroline sucking on her clit so hard it almost became painful in a bad way. As it was the feeling was intense and extremely good, Max letting out a deafening cry as her mind once again went blank.

Then sadly Caroline went back to licking her cunt, which was like going back to a cheap assed beer after having a taste of the good stuff. Luckily Max was already fuck drunk, the brunette lazily grabbing hold of pretty blonde hair once again so she could guide Caroline's tongue exactly where she wanted it. Which was mostly on her clit, Caroline obliging by circling that sensitive bundle of nerves with her tongue before briefly sucking it again. Which, if nothing else, showed she could take direction, which was more than could be said for most of Max's lovers.

Or at least she did at first, Caroline eventually breaking away from Max's hold long enough to suck her downstairs lips and even tease the entrance to her cunt. And considering this girl's track record Max tried not to get too excited, and especially tried not to comment, but she was never good at keeping her mouth shut, even when it was in her own best interest. Oh who was she kidding, sabotaging herself was practically a way of life for her, which she proved true once again by opening her big mouth.

"Mmmmmmmm fuck, fuck me. Please Caroline, fuck me with your tongue!" Max pleaded as she thrust her hips upwards into Caroline's tongue, "Ohhhhhhh God, fuck me with your tongue! Mmmmmmm, for the love of God please Caroline stick your tongue inside me and fuck me with it! Please? I wanna feel it so bad. I, aaaaaaahhhhhh fuck, I wanna feel something inside me. Your tongue, oooooooohhhhhhhhh Gawwwwwd, your fingers, mmmmmmmmm, something, anything, oh fuck, please give it to me, oh God, oh fuck, AAAAAAAAAAHHHHHHHH SHITTTTT, OOOOOOOOHHHHHHHH GAAAAAWWWWWWWDDDDDD CAROLINE!"

Finally Caroline did Max a solid and pushed her tongue inside her cunt. It wasn't slowly and cautiously either, it was fast and hard, Caroline slamming her tongue as deep as it would go into Max's pussy, making the brunette arch her hips up and let out a deafening scream. It was a miracle she didn't cum on the spot, and that Caroline didn't run a mile like Max momentarily feared she would. Instead Caroline allowed Max a few seconds to get used to having a tongue inside her womanhood, then the blonde began fucking the brunette with that soft, wet muscle, plunging deep inside the core of Max Black and making her toes curl with joy.

It was by far the best head she'd ever got and nothing could possibly ruin it. Momentarily Max cursed herself for jinxing it, and then Caroline's tongue hit some extra sweet spot inside of her. It was surely by accident, Max unable to imagine that Caroline could do anything this good on purpose, but it didn't matter because it was the absolute opposite of ruining this amazing head by ending it with a bang. As in Max felt like she literally exploded into a million pieces, the loudmouth brunette screaming embarrassingly loudly and shoving Caroline's face into her cunt and covering it in her cum.

Even though it was easily the most intense climax she'd ever had Max kept the pressure on Caroline's head, practically suffocating the girl with her pussy. Which came dangerously close to being literal, as in Max nearly was literally suffocating her roommate with her twat, although not one Max actually wanted to do, it was sure she couldn't bear the thought of Caroline ever moving away from between her legs. Not when she was causing such amazing pleasure, the super intense orgasm followed by another and another until Max felt like she was being fucked into a vegetative state.

Luckily for her the last thing on Caroline's mind was moving away, the blonde far too consumed with swallowing Max's girl cum. Caroline tried to get every drop, but there was just too much of it and it was coming so, so quickly, Caroline learning that apparently one girl could give another the type of facial which didn't involve make-up. However while she hadn't enjoyed it with guys it was kind of hot with Max, Caroline's only real problem with it being that she couldn't taste the other girl's cum.

When Max's first orgasm started dying down Caroline began tongue fucking the other girl again to get more cum. Honestly she had only taken her tongue out of her roommate to make it easier for her to swallow Max's cum, and given just how much she had loved dishing out a tongue fucking Caroline was only too happy to shove that wet muscle as deep as it would go into the brunette again and begin pounding her pussy as hard as she could considering the soft thing she was using.

That had Max quickly cumming in her mouth again so Caroline once again removed her tongue to concentrate on cum swallowing, this process repeating itself over and over again as Caroline became obsessed with making another girl cum. Obsessed with making her best friend cream in her mouth. Obsessed with her roommate covering her face in girl cream. Oh how Caroline was obsessed, these obsessions consuming her and overwhelming her to the point where she thought she would cum just from going down on Max.

Of course eventually Caroline's mouth and tongue grew too tired to continue. Even then Caroline only removed her aching mouth and tongue so she could replace them with her fingers, the blonde hammering those digits in and out of the brunette for who knows how long. All Caroline knew was that it was long enough to make Max cum a few more times, the former heiress literally salivating at the thought of sucking those fingers clean when she was finally done with her roommate. Until then she just stared at where they were pumping in and out of the other girl's pussy, Caroline oddly fascinated by something she would have probably been grossed out by not that long ago.

When she finally stopped it was by choice, Caroline suddenly feeling a strong tug on her hair which made her blonde locks feel like they were literally going to be pulled out. The only way to stop that was to move upwards where she found a frantic Max looking at her with unreadable expression. Then the frantic brunette kissed her, flipped her over and roughly shoved two fingers inside her cunt, Max wasting no time in frantically finger fucking Caroline to climax.

It wasn't quite the most powerful orgasm of her life but it was pretty close, and the intensity couldn't be matched. Then Max broke the kiss and just stared at her for almost a full minute, Caroline terrified that her friend was about to freak out and/or worse put an end to all the fun they were having. Luckily her fingers were still inside Max's cunt, a few thrusts all it taking to get them right back on track.

"Aaaaaahhhh fuck, you bitch!" Max cried out with no malice in her voice, the brunette almost immediately beginning to fuck the blonde again.

For a long couple of minutes things continued like that, Max and Caroline finger fucking each other while staring into the other's eyes in a way which seem to confuse them both. All they knew was it was intense, and good, and like nothing they'd ever felt before. Then Max suddenly came again, letting out an almost painful cry like the orgasm had hurt her or something. Since it was apparently too much Caroline was going to remove her fingers, but Max did it for her by subtly scooting down the bed and thus meaning the taller girl couldn't keep her fingers inside the shorter girl anymore.

Caroline maybe had a few seconds to regret the loss, then Max replaced her fingers with her tongue, shoving that soft wet muscle as deep as it would go into her cunt. The blonde barely had time to cry out in pleasure before the brunette began thrusting her tongue in and out of her, Caroline screaming incoherently as her best friend and roommate Max Black began fucking her with her wonderful little girl tongue, the former heiress so overwhelmed by the sensation and everything that happened that she came almost immediately.

As Caroline was busy experiencing the most powerful orgasms of her life Max was still consumed by hers. She couldn't remember ever being so fuck drunk, or just plain drunk, or stoned, whatever, Max honestly kind of scared because she felt she had no control over her body. It was like she was suddenly possessed by a thousand lesbians, all of whom were desperate for pussy. Caroline's pussy to be exact, Max attacking that love box like it was her job. And really, considering how hard Caroline was cumming, Max should definitely get paid for this.

The idea of bringing this up with Caroline was a brief moment of humour in what was an unnaturally serious moment for Max Black. Not that sex was always a total joke to her, but this was scary intense, Max feeling herself gluing her mouth to Caroline's cunt so that the other girl's cum would more or less flow directly down her throat, then she would go right back to tongue fucking her roommate like her life depended on it. Along the way a good portion of that girl cum ended up covering her face and Max was upset about it, not in the way she normally was that something sticky was touching her face and messing up her make-up, but in the way that she wasn't getting to swallow all of Caroline's cum.

Honestly the thoughts and feelings rushing through her right now were really scary, so Max did her best to shut off her brain and concentrate on what she was doing. And maybe push a finger into her aching twat and squeeze out another orgasm for herself, which was kind of painful and nowhere near as satisfying as the ones which had come before, but hell, if she was going to dish out all this pleasure at the very least she could get some back.

Eventually, like Caroline before her, Max's mouth and tongue grew tired and ache from all of this. However instead of switching to fingers Max just stopped entirely and looked up at her friend who, after just gasping for breath for a little while, returned the look. The two friends then stared at each other awkwardly for what felt like an eternity until Max finally lifted herself up so she could collapse onto her back in more or less the same spot she normally tried to sleep in when she had company in her bed.

"Well... that was..." Caroline began.

"Yeah." Max interrupted, unsure what to say next and eventually go with, "Well, good night."

Hoping Caroline would get the message Max rolled over onto her side facing away from her friend, closed her eyes and did her best to mimic sleep. Of course she was fully expecting Caroline to insist they talk about their feelings and shit, but to her amazement the blonde stayed deafeningly silent. Which was honestly kind of worrying, the fact that Caroline ultimately turned over in the other direction and then went to sleep on her bed offering little comfort.

What was Max thinking? Hadn't she learnt by now sex ruined friendships. Especially if it was good sex, and what she just had with Caroline was really, really good sex. Amazing sex. And now Max had probably fucked up the most important relationship in her life with sex and unwanted feelings, the exhaust to brunette lying awake for hours as she obsessively thought about how she could fix her latest mess.


	2. 2 Broke Girls In Love Pant 2

**Notes for the Chapter:**

> Disclaimer: I do not own 2 Broke Girls. I do not make any money from the writing of this story.

The first thing Max Black was aware of when she slowly returned to consciousness was a weight on top of her, which made her instinctively groan in frustration. She had lost count of the number of times she had woken up with some guy nuzzling her tits, and as she wasn't in a relationship right now and last night was a blur it was a safe bet she had made another poor choice after a night of drinking.

At least she was in her own bed, Max thought with the relief as she slowly opened her eyes to familiar surroundings. Although Max didn't feel particularly hung-over, and the body pressed against her was unusually soft and it had long hair. Long blonde hair. And it was letting out a horrifically familiar feminine sigh of contentment as whoever this was snuggled deeper into the comfort of her massive tits.

In a flash Max remembered everything and totally freaked out, a panicked cry escaping her mouth as she pushed her best friend Caroline Channing away from her and sat up, gathering the sheets around her instinctively. Which was pathetically girly, and kind of stupid considering she'd given Caroline more than a thorough look at the goods last night, Max briefly cursing herself before she concentrated on the other girl in front of her.

Annoyed at being shoved away from such a comfortable place Caroline initially cried out in surprise, then she glared at her best friend, "Max, what the hell?"

"Get out!" Max said.

"Max-" Caroline started.

"GET OUT GET OUT GET OUT!" Max yelled.

"No, not until we've talked about this." Caroline said firmly.

"Now? Really?" Max said in frustration, "Couldn't this wait until-"

"NO!" Caroline interrupted, "If we do you'll pretend this never happened and refused to talk about it. Or... I'll pretend it never happened and refused to talk about it. Is that what you really want? To go back to the way things were, cracking jokes and flirting with each other while pretending we weren't really interested?"

"YES!" Max explained, before letting out a exaggerated sigh and then adding, "Fine, last night was terrible. I hated it. It was the worst sex of my life. Let's never do it again. Happy?"

Caroline gave Max an unimpressed look, "Really? You hated it? Then how come you came so hard?"

"I was faking it." Max huffed.

"Really?" Caroline rolled her eyes, staring at Max for a few long seconds before adding, "Because I wasn't. I loved it. It's terrifying for me to admit that, and all I wanted to do when I woke up was scream and run as far away from you as I could. But then I looked at you and... you looked so beautiful. You are so amazingly beautiful Max. You're breath-taking, and fearless, and funny, and the best thing that ever happened to me. Last night was the best night of my life, and no matter how much I want to pretend otherwise that means something. Well, two things. One, I'm gay, or at least bi. And two, I'm in love with you."

A deafening silence fell over the room and the usually so opinionated loudmouth brunette couldn't look her friend in the eye. Although she didn't need to even look in her general direction to know Caroline was nervous and certainly freaking out as much as she was, Max feeling like she could put a stop to this if she could just think of the right thing to say to make the blonde backoff. The question was, did she want the blonde to backoff, or was this nearly unprecedented silence brought on by her body trying to tell her something?

"If you really don't feel the same way, that's fine, but I'm done pretending I'm something I'm not. I'm also done not going after everything I want, so how about we do it again? You know, to make sure you really do hate it." Caroline said as she moved closer to her friend.

"I... I don't think that's a good idea Caroline." Max mumbled, looking like a deer caught in headlights when she finally looked up at her roommate.

"Please?" Caroline said in her best pleading tone while giving her best friend the puppy dog eyes which always used to work on her father, "We both know if I leave you'll just fuck yourself with your vibrator, I know you do every morning thanks to our crappy walls. So why not let me... give you a hand? Please? If you do I swear I'll never ask again, I'm just so horny and I want to touch you so badly. Please? It's not like you can really judge a situation just from a first time. If that was true you would have probably never had sex again after your first time, which was probably the worst first time ever."

"I guess." Max said softly as Caroline entered her personal space, the brunette gulping softly before adding, "Promise you'll never do this again?"

"Promise." Caroline confirmed.

"Ok." Max said, grabbing Caroline's face and shoving it forward in a way which made their lips violently crash together.

After that Max practically devoured Caroline's lips with her own, the busty brunette showing way too much enthusiasm for a girl who didn't like lesbian sex. Not that she gave a fuck about that anymore as she was well and truly over her initial freak out and overwhelmed by her need for a repeat performance of last night. And not just the incredible orgasms. Max definitely wanted more of those, but right now she just wanted Caroline's lips on hers, her best friend's mouth addictive in a way that no guys' anything ever had been.

Caroline felt the same way, except that she wanted to add her tongue into the mix. She didn't right away as she was worried about scaring Max off, but when the brunette pressed her down to the bed sheets Caroline felt she had enough of a green light to move forward. Which sent the kiss into turbo drive, their tongues practically fighting to the death and their lips trying to devour one another, the intense lip lock only ending when the need for oxygen became too great. And even then they went right back to kissing, this process being repeated over and over again as the two girls rolled all over the bed as they battled for dominance.

In the end it was Caroline who ended up on top, the blonde quickly kissing her way down Max's neck and then further towards the other girl's big boobs. She was going to slowly kiss her way down to one of those glorious tits but the girl who only moments ago had claimed she wasn't into this grabbed her hair and shoved her downwards onto her right nipple, Caroline only hesitating momentarily out of shock before she wrapped her mouth around that sensitive little nub and began gently sucking on it.

This caused Max to let out a long moan, followed by more straight forward encouragement, "Mmmmmmmmm fuck yes, more! More, more, MORE! Lez out on me Caroline! Totally lez out like the lezzie you are! Oh Gooooooddddddd, that feels so good, mmmmmmmmm, I'm so fucking wet for you and you've only just got started you fucking dyke! Mmmmmmmm, make me a queer slut just like you. Ooooooooohhhhhhhh fuckkkkkkk, make me dyke out just like you, oooooooh fuck, make me gay, make oooooooohhhhhhhh fuck yes, just like that, bite me! Bite me! Use your teeth you bitch! Oh Gaaaaaaawwwwwwwddddddd!"

Desperately wanting to give Max everything she wanted and more Caroline tried to listen very carefully to her friend, but the truth was she was kind of lost in her lust for her roommate's incredible cleavage. She'd been fighting her feelings for these massive things so long, tried a more often than not failed to not look at them throughout the day and perhaps more importantly tried not to think about them when she was alone in her little 'vagina' bed. Although truth be told Max had been constantly on Caroline's mind in some form or another since they met, that mind now melting as she licked, sucked and occasionally bit those nipples, only stopping so she could kiss her way back and forth between those sensitive nubs and occasionally all over the incredibly soft flesh in front of her.

What could have been minutes or hours later Caroline suddenly heard Max whimper, "Fuck me! Jesus Caroline, fuck me! Fuck me like a lesbian slut you bitch! Mmmmmmm fuck, oooooooohhhhhhhh shit, please Caroline, fuck me! Fuck me with your fingers, fuck me with your mouth, aaaaaaahhhhhhh fuckkkkkkkk, anything, just do it! Fuck me! Fuck me like a fucking dyke! Ohhhhhhhhhh, make me cum you bitch, ooooooooooh, please, fuck me, I'll do anything, anything, please just oooooooohhhhhhhhh fuckkkkkkkkk yessssssssss!"

As much as Caroline wanted to give Max what she wanted she couldn't bear the thought of moving her mouth away from these glorious tits right now, so she chose option A. After all, Max's first, and quite possibly inadvertent, suggestion was she use her fingers, and that's exactly what she did, taking the time to slowly slide a hand down the brunette's stomach just in case the other girl whined she didn't have any warning. Despite this it didn't sound like Max was expecting Caroline to first gently rub the outside of her pussy lips, encouragingly finding lots of cream to coat them in, and then push her index finger as deep into her best friend as it could go.

That wonderful penetration turned Max into a moaning mess, completely unable to say anything coherent for several long moments, which felt like a eternity to the loudmouth brunette. Max loved talking. It was pretty much her automatic response to everything, and to be fair she was trying right now, it was just that she wasn't making any sense. Not that she really cared as Caroline was just making her feel so good. Of course all to soon for her liking her body adjusted to having Caroline's finger pumping in and out of it and suddenly the pleasure wasn't overwhelming anymore.

On the contrary, it was kind of irritating, because it was nowhere near enough, "More! Mmmmmmm, more! Give me more Caroline! Now! Ohhhhhhhh fuck you wanna make me cum? Well one itty-bitty finger is nowhere near enough, mmmmmmmm, that's like trying to fuck me with Han's dick, no way is it big enough to get the job done. My slutty box needs at least two oooooooohhhhhh fuuuuuucccccckkkkkkk yeeeeeessssssss, THAT'S IT CAROLINE, JUST LIKE THAT, OOOOOOOOHHHHHHH, fuckkkkkkkkk, mmmmm yeahhhhhh, fuck me, fuck me, FUCK ME!"

Again Caroline was nice enough to give Max what she'd been begging for, albeit after an irritatingly long time which made Max think that her 'best friend' was enjoying making her suffer. Which really would be just typical, and appropriate, and honestly make Max respect Caroline more. Not that she had a lot of respect for the blonde, but... well, she wouldn't admitted out loud but she did have some, and it was increasingly growing the more Caroline finger fucked her better than most guys did with their dicks.

Briefly Max wondered whether that said more about her than the guys she dated, but she quickly shrugged that thought off. Even the most generous hearted people, a.k.a. Caroline, would agree she attracted the absolute worst men in the world and dated at least half of them and that was the only reason why sex with them wasn't nearly as good as having her best friend finger fuck her while greedily sucking her big tits.

Of course Max was greedy too, and couldn't help but eventually beg for even more, "Aaaaaaahhhhhhhhh Gaaaaaawwwwwwwdddddddd Caroline, mmmmmmm more! More, more, more, more aaaaaaaaahhhhhhhhh fuck! Fuck Caroline, mmmmmm, give me more. Give me more fingers, I can take more, mmmmmmm, my slutty cunt can take way more than that. Come on, fuck me harder! Fuck me faster! Fuckkkkkkkkkk ooooooooohhhhhhh Goddddddddd yesssssssss, another, another, give me another finger, mmmmmmmm fuck Caroline, shove your whole fucking hand inside me!"

This finally got Caroline to move her mouth from Max's tits, the blonde as pale as a sheet as she asked in disbelief, "Are you sure?"

No, Max wasn't sure, as that expression slipped out and she hadn't really meant it literally. It was just meant to be encouraging. After all, despite what she liked to say she wasn't that slutty. And she totally opened her mouth to say it, but the look on Caroline's face was just hilarious, and so cute, and her pussy felt wetter than it had ever been. It was also stretched wider than had ever been, Caroline having answered Max's pleading by pushing a third and fourth finger inside her, and it all felt so good. Max had never gone quite this far before, and while she had thought about going even further she had never thought she'd actually do it. But now she thought... fuck it.

"Yeah, I'm sure." Max confirmed nervously, before she remembered their earlier conversation and then grinning wickedly added, "I mean, you did offer to give me a hand, right?"

"MAX!" Caroline exclaimed, clearly scandalised but also kind of curious, so after a few somewhat nervous giggles from both girls the blonde started mumbling, "I couldn't. We couldn't. Could we? I mean... wouldn't it, you know... hurt?"

Amused at the way Caroline whispered that last part Max grinned, "Yeah, probably, but I'm dead inside. Besides we shoot babies out from there, so this should be a piece of cake."

"MAX! Gross!" Caroline exclaimed, sounding a lot less amused than last time, "Don't ruin the mood."

"I'm just saying." Max shrugged, before taking a deep breath and then as confidently as she could manage added, "But fine, you want me to set the mood, I'll set the mood... fist me Caroline! Fucking put your whole hand inside my cunt you little dyke! Put that formally super well-manicured little princess hand inside my nasty little white trash pussy and fuck me like we're the Queens of Lesbo island! Fucking do it you lezzie bitch! Give me a fucking hand, just like you promised, and fucking lez out on me! Come on slut, fucking give it to me you... oh... oh God, ah... ah... AAAAAAAAHHHHHHHHH FUCKKKKKKKKKK MEEEEEEE AAAAAAAHHHHHHHH!"

If anyone had even suggested it before Caroline would have said ewww, gross. In fact she had pretty sure Max and/or Oleg had made a joke or two about it and that had been her exact reaction. But she was scarily horny and into this, Max's pussy feeling so good around her fingers and Caroline almost overwhelmed with adrenaline so she had found herself going with it without really thinking about it.

So she slipped her thumb into Max's cunt and then as slowly as possible pushed forwards, watching wide-eyed and mouth gaping open as her hand slowly disappeared into her roommate's pussy. She was sure it was never going to fit, sure that Max was going to cry out in pain at any second, sure that she would tear something when the brunette's love hole was stretching for her knuckles, but nothing like that happened. Instead there was a lot of stretching, then suddenly her hand just... slipped inside, causing Caroline to momentarily black out as she was overwhelmed by what she was seeing and perhaps more importantly feeling.

Then after what felt like an eternity Max croaked, "Fuck me... oh God fuck me... please, fuck me Caroline... fuck me AAAAAAAHHHHHHH FUCKKKKKKKK!"

Caroline's body seemed to go into business for itself, or at least her hand did, the poor blonde feeling like she woke to find herself literally punching her best friend in the cunt. Max seemed to be very much enjoying it, as hard as that was for Caroline to believe, her own cunt trying to retreat inside herself at the very thought of going through what the brunette was. Yet at the same time she was still amazed to see her wrist engulfed in pussy, and the feeling of Max's inside spasming around her fist was out of this world.

These feelings only got more crazy when Max came, Caroline feeling like her hand would break as her friend bucked, writhed and screamed from the force of her climax. Or at least Caroline was pretty sure that was happening, given the way Max was soaking her hand, and bed sheets, while letting out the type of deafening cry which would probably make the neighbours think she was murdering her roommate rather than simply fucking her, which was apparently what most of them seemed to think was the norm for them.

Max was in fact cumming. In fact she might have been cumming for the first time, the only thing that came close to this being what she experienced last night. Next to those orgasms her previous so-called climaxes paled in comparison. And she was sure she would later denied that they were this strong, and worry about it when she couldn't deny it to herself, but right now Max Black was too lost in pure bliss to even care.

If she had known she could get off this hard by stretching her cunt this wide she would have been shoving her own fist and several much larger objects up herself years ago. Then again, as was always the case with sex, it probably wouldn't be the same if Max was just doing it by herself. And in her specific case, it just wouldn't be the same if there was anyone other than Caroline doing this to her, because no one else made her feel this hot and horny. And there was no way she would be comfortable doing this with anyone else.

Not that comfortable was a great way to describe what Max was currently going through, especially as Caroline had an annoying habit of pulling her fist almost all the way out of her with every other thrust. It wasn't just the sight and the feeling of her fuck hole once again stretching for Caroline's knuckles, no, most of all Max objected to having any part of that pleasure giving hand being removed from inside her, although that did eventually change after a couple of orgasms.

"No... no more... " Max croaked weakly, Caroline thankfully hearing her and immediately ceasing and trying to pull her hand out, "Owww, owww, owww, slowly, slowly, ah, ah, aaaaaahhhhhhhh, Caroline! Watch it! Oh Gooooodddddd!"

Max whimpered in pain as Caroline finally pulled her hand out completely, leaving the brunette's pussy incredibly sore and empty while the rest of her body felt like it was about to go back to sleep. Then Max found herself watching as Caroline stared at her cum and cunt cream covered hand and then very slowly brought it up to her lips and started to lick it like a cat with it's paw. Surely there was a joke in there somewhere, but Max's brain wasn't able to focus on anything which wasn't watching Caroline cleaning her hand.

Caroline wasn't sure what came over her, and she somewhat regretted it when she finally noticed Max was watching her, but not really. She really liked the taste of pussy and girl cum, and really it was all she could do right now not to bury her face in between Max's legs and suck up whatever leftover cream there was. But Max was literally still twitching from the force of her orgasms, so Caroline decided to forego the treat, regardless of how much she wanted it. Besides, the way Max was looking at her right now had her blushing something fierce, so much so she wasn't sure she could do anything so bold.

"What?" Caroline eventually asked, feeling embarrassed.

"Nothing." Max said defensively, "It's just... do you want me to return the favour?"

Caroline's eyes went wide for a second, and then she stammered, "Thanks, but there's no way I could take a fist in there. Not that you taking it wasn't hot, because wow, but..."

"I meant do you want me to eat you out you moron." Max groaned.

"Oh... sure, yeah, yes! I mean, that would be so great." Caroline stammered, "But... I thought you said you weren't gay?"

"I'm not, I'm just being polite." Max shrugged, "But hey, if you don't want to-"

"Oh no, I want too..." Caroline quickly said, wishing she could just leave it there, "But if you don't want too..."

"Na, it's fine." Max said dismissively, "But I kind of can't feel my legs right now, so you're going to have to sit on my face, K?"

Caroline's eyes briefly went wide again, and then she said as confidently as possible, "That would be great. But go slow, ok? My vagina likes to be romanced."

"Ugh, you lesbians are so high-maintenance." Max sighed, echoing what one rude nurse had said to them once.

Ignoring the comment Caroline slowly got up onto her knees and crawled over so she was kneeling over Max's face and then slowly lowered herself down. She had never done this before and was super nervous, but she was also super horny and was trying to get over her fears of all things lesbian. Not that this was strictly a lesbian thing, but the fact she was about to mount the face of an extremely pretty girl was pretty gay, Caroline practically quivering with anticipation. And with good reason as last night's activities were still fresh in her mind and she knew full well what Max's silver tongue could do to her love box.

Honestly her vagina was less of a romantic right now and more of a disparate to be fucked slut, Caroline feeling like she would go crazy if she didn't cum soon, however she didn't want this to be over too quickly so she decided to 'suffer' a little longer. She was second-guessing that decision pretty quickly once Max started licking her pussy, the previously reluctant brunette hungrily lapping away at the very bottom of her downstairs lips all the way up to the top where the other girl lingered on her clit.

Ultimately though Caroline stuck to her guns, "Ohhhhhhhhh Gooooooddddddd, Max please, please slow down, mmmmmmmm, God that feels so good, but I don't want to cum yet, so can you please ooooooooooh fuck! Yes, that's it. Slower, slower, slower mmmmmmmm ooooooooooohhhhhhhh yesssssssssss, mmmmmmmm lick me just lke that. Lick my pussy just like that! Fuck yes, oh fuck Max, ohhhhhhhh Max, mmmmmmm, romance my little pussy just like that, ooooooooh, lick it nice and slow, make it feel good. Soooooooo goooooddddddd, ooooooooohhhhhhhh Maaaaaaaxxxxxxx!"

For once in her life Caroline became very Zen as she relaxed on top of Max's face and just allowed the pleasure to just wash over her. The pussy licking had just become so nice and relaxing, Max settling into a steady rhythm which both kept her near to the edge of climax while giving her enough pleasure to satisfy her for the moment. Something she was sure would pass, but for now she just chose to enjoy it. And make sure to keep most of her weight on her knees so she wasn't crushing Max's pretty face of course.

Max kind of wanted there to be more pressure on her face. She wanted to be smothered in Caroline, the taste and the smell of her best friend overwhelming her until she passed out or worse. Ok, so the taste and the smell was still overwhelming her something fierce, so much so she could barely think, but Max wanted Caroline to rub her dripping wet cunt all over her face the way she had done to a couple of guys when she had cum on their faces. Only she would make Caroline cum harder, faster and more... wetly then any guy ever made her cum.

She wanted to do that, and she would, but first Caroline wanted a gentle licking and that was what Max was going to give her. At least at first. Honestly it was kind of hard not to get down to some serious muff munching because Caroline's cream was pretty much flowing directly into Max's mouth and down her throat, driving the poor brunette crazy. Fuck, it tasted so good and Max wanted more. She wanted the even more delicious juice she would receive once she made Caroline cum. That said this wasn't so bad, all the yummy pussy juice she could eat and her roommate sweet sounds of encouragement which made her sore cunt feel like it had Wolverine-like healing power.

After a while Max reached down and started rubbing her aching pussy. Not a lot, just enough to help the healing process along, although it kind of backfired and she ended up teasing herself almost as much as she was teasing Caroline. On the bright side she was feeling a lot better, the soreness forgotten in favour of fresh designer burning through her body and originating in her crotch, but for once Max really did want to focus on her partner's pleasure instead of her own. That meant Max had to stick to the gentle rubbing, at least while she gently licked the yummy pussy in front of her.

This seemed to go on for an eternity, then finally Caroline whimpered, "Mmmmmmm more. Oh my God more! Please Max, mmmmmmm oooooooooh fuck, give me more. Ohhhhhhhhhhh Gooooooddddddd, please Max, forget about romance, just fuck me! Fuck me, fuck my pussy, fuck it with your tongue, please, please, please! I need it, I need it so bad! Max please, please I AAAAAAAAHHHHHHHHH OOOOOOOOHHHHHHHH MYYYYYYYY GOOOOOOOOHHHHHHHHH MAAAAAAAXXXXXXXX OOOOOOOOHHHHHHH FUCKKKKKKKKK MEEEEEEEEEE!"

Max always enjoyed seeing and hearing Caroline squirm, and for once she was getting to feel her squirm as well. However while she enjoyed making the spoilt girl suffer a little she could never stand for it to go on too long or for it to be anything serious, and as Caroline's begging became more desperately needy Max couldn't resist giving her roommate what she wanted. Besides, at this particular moment Max was taking the chance to tongue fuck Caroline, partly because she could then justify finger fucking herself and partly because she wanted to taste Caroline's cum.

Caroline thought she would cum as soon as Max's tongue entered her and it was a close-run thing, but unfortunately all that happened was that she lost the ability to speak coherently and a few extra juices escaped her cunt. Of course there was still incredible pleasure, Caroline's eyes rolling in the back of her head as she felt her inner walls clamping down around the soft, wet invading muscle that was Max's tongue, and when that wicked little tongue started to slide in and out of her oh how Caroline squealed with pleasure.

For a while that was enough, Caroline content with just sitting there on top of Max's face being tongue by her girlfriend, silently hoping that soon she'd mean that not as a friend who was a girl but as in they were actually dating. Then the blissful satisfaction was again replaced by a overwhelming need to cum, and because Caroline could no longer utter a coherent word, although she continued to try, she instead resorted to bouncing her hips up and down so she was literally fucking Max's face.

To Caroline's surprise she was rewarded for this blatant lack of care for her best friend's well-being, Max actually seeming to get off on this as she moaned into Caroline's cunt and then began to rapidly increase the force of the tongue fucking and start curling her tongue inside her so the brunette was rapidly hitting the blonde's G-spot with every flick of that soft, wet muscle. Thanks to this Caroline was on the edge within seconds, some not so strategic grinding allowing the former heiress to finally cum with a deafening scream.

Those screams continued for the next few minutes as Caroline came over and over and over again, she and Max making sure there was no way she would be able to apologise to her neighbours with a straight face. An embarrassed face, sure, but there was no way she could say sorry and really mean it when she was experiencing the greatest pleasure of her life, this ecstasy perhaps even eclipsing last night as Max seemed so much more sure of herself now, so focused, so wonderfully in control, which was ironic because Caroline felt completely out of control.

Max's body was in total control of Caroline, firmly holding her in one place with just one hand while she frantically swallowed the other girl's cum and fucked herself with her free hand. However her mind was just as lost as Caroline's, which was actually kind of blissful. Max's mind was a dark and scary place at the best of times, and right now if her mind had been working properly she would have probably been questioning her sexuality, what she felt for her best friend, and her life choices in general. Well, she was always questioning her life choices, but the other things were very scary and she was happy to be momentarily rid of them.

So instead she concentrated on making Caroline cum as much as possible, something which was now easy thanks to just how worked up the other girl was. All it took was a few hard and somewhat strategic tongue thrusts and Caroline would cream pretty much directly down her throat again, Max quickly removing her tongue every time so she could swallow as much precious girl cum as possible. Of course a good amount of cum ended up on her face and in her hair, but she was used to that. Although instead of just wiping it off she may try to scrape it of and eat it later, but that wasn't what was important to Max right now.

Oddly her own pleasure continue to remain secondary to making Caroline cum, even though Max came herself just from pushing a couple of fingers into her cunt and rubbing her clit. Which in a way made this feel more familiar, although while she did this every morning this was the first time she had another woman rubbing her cum leaking pussy all over her face, although she was welcoming that right now as it was making her own if less frequent orgasms so much more intense.

After who knows how many orgasms for them both, or how much time had passed, Caroline fell off of Max's face and then inadvertently bounced off the bed, the loudmouth brunette way to exhausted to check if she was alright. To be fair there was a loud cry, followed by a groan and then some heavy breathing to go along with her own, the two girls just lying there for a long moment with at least one of them considering going back to sleep. Then Max turned her head to look at the clock and then freaked out.

"SHIT! Shit, shit, shit, shit!" Max screeched, forcing her tired and aching body out of bed, "Caroline get up, we've got to go."

"Do we have too?" Caroline groaned.

"YES! We're super late, and Han said he would fire us if we completely blew off work again, and I think he meant it this time." Max insisted.

It was an exaggeration if not a total lie. Any other boss would have fired them for good ages ago, and they really didn't need to be giving him a good reason to do it, but Han would almost certainly chicken out of firing them again. Caroline knew this but thankfully she didn't call Max out on her obvious bull-shit/refusal to stick around for the aftermath of making the same mistake twice. Max knew Caroline would insist on them talking about it eventually, but for now she just desperately avoided eye contact as the blonde stumbled out of her room and went to get dressed, Max catching her eyes briefly lingering on Caroline's tight ass as her friend left before she focused on what was important, finding some reasonably clean underwear.


	3. Chapter 3

**Notes for the Chapter:**

> Disclaimer: I do not own 2 Broke Girls. I do not make any money from the writing of this story.

Max Black had been very cranky all day. Which wasn't unusual for her. In fact it was pretty much her factory setting, but she was snapping so much Earl had to ask on more than one occasion if everything was alright. Even Han asked, in between half-hearted threats to fire her. She wouldn't tell the gnome anything, however she was used to confiding in Earl and when she didn't it was obvious to everyone this was bad. But she couldn't tell him about this. She just couldn't. She couldn't tell anyone. Not just because it would lead to a ton of jokes at her expense, but because she couldn't figure out her thoughts in her own head, and that scared her. It scared her a lot.

Ironically she normally paid good money to get her head messed up, and normally after good sex she was at least in a mildly good mood, sometimes even letting customers off when they came into the diner wearing something ridiculous. Of course she hadn't had good sex. She'd had amazing, life changing sex. She'd had the best sex of her life with her female roommate, and now she wasn't sure what to do.

She wasn't gay. No really, she wasn't. But for some reason she was drawn to Caroline Channing, former New York socialite who if she still had all her money wouldn't give Max the time of day, wouldn't talk to her or even look at her twice, but somehow they had become best friends and that friendship meant everything to Max. Caroline was the only good thing in her life, she couldn't just ruin it with sex. And in her experience, sex ruined everything without fail. Just look at her list of ex-boyfriends. Half of them were former friends, co-workers and familiar faces she'd taken things further with only to ultimately lose them forever. She couldn't allow that to happen with Caroline, and did she mention she wasn't gay? Because regardless of what happened over the last 24 hours she was very much not gay.

Max had to make Caroline see that. See that Max was straight and going down that road with each other was a bad, bad idea. The worst ever, and that was really saying something given Max's track record. Anyway, Max needed to put a stop to this. She'd been thinking about it all day, and ultimately she decided she couldn't go back to her crappy apartment and talk about this with Caroline because she probably wouldn't be able to stop thinking about last night, and that would lead to more incredible lesbian sex, and then Max's head would become even more messed up. So at the end of the day, when pretty much everybody had gone home anyway, Max grabbed hold of Caroline's wrist and marched her into the giant freezer at the back of the store.

Given they had done this a lot without incident Oleg had given up trying to eaves drop on them, which was ironic because for once this might lead to lesbian sex, but Max tried to put that out of her mind and concentrate on remaining calm. So, once they were safely behind the closed giant metal door, she smiled and gave Caroline her best casual, "Hey."

"Hey." Caroline said suspiciously, "Max... what's going on, why did you drag me in here? Oh, is it to have sex? Because if we’re going to have sex then we should probably move one of the shelves in front of the door first, just to somewhat shield us if Oleg comes in and thinks he's been missing daily shows for the past few years."

"No, no, no, NO! God woman, you're worse than a guy!" Max scolded indignantly, before sighing, "Look, I just want to talk."

"Max, you don't have to say anything." Caroline said softly.

"Yes, I do." Max sighed solemnly, but then was interrupted again when she tried to continue.

"No, you don't." Caroline insisted, "I get it. You're scared. I get that because I'm scared too, but I'm done running from the way I feel about you. About other girls. That's why I asked Sophie to hook me up with a date."

Max frowned, "What?"

"A date. I've got one. With another girl." Caroline explained as she took a couple of mildly threatening steps forward, "That doesn't bother you, does it Max?"

"No, not really, because when you get axe murdered I'll have the apartment and our business all to myself." Max shrugged, going for nonchalance which was completely ruined when she snapped, "God Caroline, a blind date? Really? Don't you know what kind of desperate freaks agree to those?"

"Haven't you had more than a couple?" Caroline countered.

"Exactly." Max joked, and then after Caroline gave her a look she added, "But seriously, I can go on blind dates because I can handle myself. And I like having weird stories to tell."

"So, I can handle myself." Caroline said indignantly, and then when Max scoffed insisted, "I can!"

"You can't handle a spider in the bathroom." Max counted.

"This is totally different, and you know it." Caroline whined.

"And yet the result will be the same, you calling me for help. Which means I'm going to have to be close by to give you that help." Max groaned as she realised what she had to do, "Ugh, where are you meeting this Ellen-lover?"

"Why would I tell you? So you can show up and ruin my date?" Caroline frowned.

"No, to stop your skin from becoming some cross-dresser's purse." Max quipped.

"Are you sure this isn't just an excuse to tag along?" Caroline questioned, stepping into her friend's personal space, "Cause, if you're jealous just say the word and I'll go out with you instead. You know you're the one that I want."

"Ha, you wish." Max scoffed, "Now tell me where you meeting this girl or I'll tell Oleg we had sex."

Caroline glared at her, and then explained, "She'll be here after my shift. Then we'll go somewhere else."

"Wait, what?" Max exclaimed, seconds ticking pass as she tried to wrap around this new information, "Wow, now I know this girl doesn't deserve you."

"Again, you sound kind of jealous." Caroline pointed out with a grin.

"As if." Max grumbled, pushing her way past Caroline and out the door.

*

Those last words echoed throughout Max's mind for the rest of her shift, the snarky waitress becoming increasingly mad at herself for being so unconvincing. She hadn't even been able to convince herself, Max doing her best to stay where other people could see her so Caroline wouldn't get the chance to call her out on it. Well, she was sure Caroline would eventually call her out on it. If the roles were reversed Max would. Max would out herself and Caroline in front of everyone just to point out what a massive bitch her so-called friend was being.

Then again, didn't Max have a right to be upset? One second Caroline was declaring her undying love for her, the next she was getting herself set up with some tramp who she'd never even seen before. God, and Max thought men were fickle. Yeah, it was just as well she didn't jump into Caroline's arms, she would have been cheated on in record time. And ok, maybe Max did have some feelings for Caroline, but they were tiny and most likely a result of her confusion over having a actual friend for once. Which wasn't surprising, Max's friends had pretty much all been men up until now, and she had fucked and/or dated pretty much all the ones that weren't gay, so really it could only be natural that she had confusing feelings about her first female friend.

Later Max found comfort in the fact that once her shift ended Caroline just sat in one of the booths and waited, minutes ticking by with no sign of the slut trying to steal her girl. And ok, Max HAD to keep those kinds of thoughts to herself, especially as she just couldn't resist taunting, "Doesn't seem like your girlfriend is very punctual."

Caroline let out a noncommittal sound and shrugged, causing Max to grumble as she went back to work. Luckily one of the girls which normally took the evening shift had called in sick, giving Max excuse to stick around. Normally she and Caroline would take this time to get something to eat and set up their store, but tonight Max had to watch Caroline sitting in there like the saddest person in the world and it was driving her crazy. Well, that wasn't true, on some level Max knew she could physically ignore Caroline all night or leave the irritating blonde here to wallow in her misery, but her stupid feelings wouldn't let her do anything but try and comfort her friend. And mock her, of course.

"You know, there are easier ways of hooking up with board housewives and mannish looking dykes." Max whispered, standing as close as possible to her friend.

"Oh, what's that Max?" Caroline asked with a smile.

"Online dating." Max grinned, "All the benefits of most likely getting murdered with the added bonus of maybe getting to see what your date looks like first. Provided you can weed out the obvious fakes of course."

"Of course." Caroline smiled, "Maybe if my date doesn't show I'll try that."

Max tried to walk away, but instead she groaned, took a seat next to Caroline and asked, "Don't you think you're moving a little fast?"

Caroline frowned, "What do you mean?"

"I mean, yesterday you're straight, today you're throwing yourself at anything in a dress? God woman, take it down a gear." Max advised.

Caroline smiled, "That's good advice, but are you sure you're not just jealous?"

"No!" Max insisted.

"Then why does who I'm dating bother you so much? I know you're not homophobic, you'll love the gays." Caroline pointed out.

"No, I love gay men. There is a difference." Max argued, before quickly pointing out, "Not that I'm homophobic, it's just... I've never really connected with anything which fucks women."

Caroline grinned, "What about Earl?"

Max scoffed, "He doesn't count. He's my favourite stepdad who was never actually my stepdad."

"Meaning he's never actually tried to get in your pants." Caroline interpreted, then when Max nodded she grinned again, "What about me?"

"Whoa, slow your roll there blondie." Max scoffed, "We're not that close and one night with a girl doesn't mean you're Queen of the carpet munchers."

"I might not be THE Queen. But I'm definitely like the Royal baby or something, because last night I fucked a girl, and I liked it so much I can't go back." Caroline quipped, "Besides, we both know I'm the best friend you've ever had, boy or girl, so suck it."

"Awwwww, you say the sweetest things." Max said mockingly, reaching out to take Caroline's hand, which she realised too late was a big mistake because it made her heart flutter.

"What can I say, you've rubbed off on me." Caroline shrugged, before grinning wickedly, "In more ways than one."

Max blushed, pouted, and then tried to push Caroline's hand away, then when her friend didn't immediately cooperate she grumbled, "Get off me!"

"Max please don't go." Caroline pleaded, realising she had gone too far, "Please? Just wait with me a little longer and I swear, I won't tease you."

Pouting again Max thought about it for a few seconds, then blushed as she thought of something, something she couldn't help let out with the mumble, "Well, normally I don't like teasing, but you're definitely good at it. You should definitely do it with your girlfriend, if she ever shows up."

Caroline smiled softly, "Maybe if she doesn't we can grab something to eat and tease each other. Verbally! We could go out as friends, and tease each other verbally."

"I'd like that." Max admitted softly, she and Caroline exchanging a brief smile.

"Max, I don't pay you to sit around!" Han called out from across the room.

"You barely pay me at all." Max grumbled, too flustered to think of anything remotely witty as Caroline finally let go of her hand, allowing her to stomp off to the back.

*

Max did think of something witty to say later of course, but she was too busy bad-mouthing Caroline's date. She did throughout picking up the fast food, eating it on the way home and especially as they entered their home, at which point she really felt like she was on a roll, "And another thing, what kind of ho wants to meet you where you work? A gold digging ho, am I right!"

"OH MY GOD, how do you still not get it!" Caroline exclaimed.

"Get what?" Max frowned.

"There was no girl Max." Caroline practically yelled as she slammed their front door behind her, "I don't want another girl. I want you. I'm in love with you. You're the only one I want. I only pretended to have a date to see if it would bother you, and newsflash, it did because you haven't shut up about it the whole way home. I don't even think I've seen you worked up about something like this, and before you say anything you know, YOU KNOW this goes way beyond looking out for a friend, or self-preservation in case of flesh-wearing mass murderer. You were jealous, and you know it, so I win! You like me, you know you like me, end of story!"

Caroline mostly said that as one big rambling monologue, barely pausing to breathe as she seemed to force out her words quickly so she wouldn't lose her nerve. Despite this Max heard every word crystal clear, in some cases it even felt like they were in slow motion as her brain was overwhelmed by how stupid she had been to miss the obvious conclusion for Caroline's date to no show. She was furious with herself, but even more so with Caroline, especially as silence fell between them and her best friend's words echoed in her mind over and over again until Max just wanted to make both herself and Caroline pay for this.

Honestly Caroline had felt a little guilty for lying to her friend, but it seemed like a small price to pay if it led to her and Max becoming a couple. Now she was regretting ever playing this mind game as Max looked more murderous than she'd ever seen her, which was really saying something. And sure, the rational side of Caroline's brain told her that Max would never seriously hurt her giving them this whole thing started with Max revealing that she loved Caroline. Even if it was just as friends she had sounded so sincere Caroline had believed it, and even before that she felt safe with this bad ass Baker.

 

This time felt different, Caroline almost whimpering as she said, "Max, I'm so sorry I-"

That was all she got out before Max let out a grown of frustration, then grabbed her face and pulled Caroline forwards/downwards into a heated kiss. Quickly getting over her surprise Caroline kissed back, not even caring that Max grabbed onto her butt and lifted her up so she could carry her over to her foldout 'vagina bed' and crashed her against it. As the bed wasn't lowered the back of Caroline's head smacked hard against the cheap wood, but honestly she was so blissfully happy to be kissing Max Black again that Caroline wouldn't have cared if Max started bashing her head against every surface in their home, as long as she kept kissing her. Not that she wanted that to happen of course. No, she'd rather stick to the wonderful girl on girl kissing.

For the next few minutes Caroline did just that, although personally it felt like she was kissing Max for hours, or minutes, the whole world fading away as she melted into her lover's arms. Then all of a sudden her eyes, which had fluttered close shortly after the kiss had begun, went wide and she let out a loud scream, which Max's mouth mostly swallowed, as her best friend pushed her right hand into her skirt and panties so she was touching bare flesh, Max only rubbing Caroline's pussy lips for a few seconds before pushing a finger into her, which of course only made Caroline scream more.

It was definitely a good kind of scream, the kind which quickly led to moans, groans and whimpers of pleasure as Max began finger fucking her. It was almost painfully hard at first, but either Max gradually slow down for her benefit or Caroline's body just adapted to the rough treatment because it began feeling oh so good oh so quickly. Given her roommate's mood Caroline guessed that Max didn't slow down to be nice, but if the worse she got as result of her deception was some hard and dirty sex Caroline could handle that. Caroline could totally handle that.

If Caroline had known exactly what Max had planned she might have not been so relaxed and willing to go along with it. The fact that Caroline obviously had no idea what she was planning was a big turn on for Max, the wicked brunette grinning into the kiss as she revelled in the thought of her revenge. More importantly she took advantage of Caroline's relaxed/unsuspecting state to add a second finger into her friend's cunt and shortly afterwards a third. She then just fingered her best friend for a while, Max a little freaked out that Caroline was so responsive to her, and that she could tell the other girl was already so close to an orgasm.

Max wasn't sure what was weird, giving another girl pleasure, knowing that the girl in question was close to cumming from the way she was moaning and trembling around her fingers, or the fact that she was really getting off on this. Getting off on fingering another girl. Getting off on fucking her best friend. Getting off on finger fucking her best friend who happened to be another girl. Max really loved fucking Caroline with her fingers, because she really loved Caroline. Not in the friends way, but actual real love, the kind which Max had probably never really had, and which scared the shit out of her.

To take her mind off that Max pushed her little finger into Caroline's cunt and then pressed her thumb against her friend's entrance. She then broke the kiss, pulled back slightly and grinned wickedly at her BFF. It took ages for Caroline to get it. Max blamed the blonde hair. But eventually a look of horror crossed Caroline's face and she finally tensed up. She also opened her big mouth to complain, but Max quickly pressed her thumb to Caroline's clit and gave it a good rub, ensuring anything out of the blonde's mouth was completely incoherent. She might have even forgotten Max's evil plan, although the brunette quickly reminded her of it by returning her thumb to Caroline's entrance and pushing it into the blonde.

Deciding it would be easier to act now while her best friend was still distracted Max followed the momentum through to the point where her knuckles were stretching Caroline's entrance, once again the blonde's eyes and mouth becoming comically wide. Also once again Caroline wasn't able to get out anything close to an actual word as Max slowly but forcefully pushed forward so that her knuckles slipped into the other girl's pussy, both of the 2 broke girls crying out as Max officially got her whole hand inside Caroline's cunt.

Caroline thought for sure her eyes were going to fall out of their sockets and her jaw was going to hit the floor, like something out of a cartoon. This certainly didn't feel like it could be real, even though after a few seconds of being literally dumbstruck Caroline remembered doing this exact same thing to Max. As she remembered that her first thought was turnabout was fair play, her second being there was no way she has been with as many guys as Max. Hell, Max was constantly pushing her to have more sex, which may have a double meaning Caroline could ponder when there wasn't a freaking hand inside her!

On the bright side Max remained as still as a statue for a couple of long minutes, allowing Caroline's body plenty of time to relax and prepare itself for what was about too happen. Granted that could have been because Max was amazed she actually got her entire fist inside Caroline's cunt, or was overwhelmed by the almost indescribable feeling of another woman's pussy wrapped around her hand, two feelings which Caroline had received herself so very recently. However Caroline was pretty sure that at least partly Max paused out of care for her well-being. Because sure, Max may be angry at her now, but their friendship actually meant something to her. Caroline meant something to her, and that filled Caroline with hope.

Then a evil grin crossed Max's face and she said, "Paybacks a bitch, and so am I."

For a second Caroline wasn't sure whether to be afraid or burst out laughing and mock her friend for using such a clichéd line. Then Max started thrusting her fist back and forth inside her cunt, once again rendering Caroline completely speechless. A few garbled sounds left her throat, certainly nothing coherent, Caroline blushing both at that and the evil grin which seemed plastered to Max's face. However Max was moving very slowly when she didn't have too, once again suggesting that she was worried about Caroline's well-being which made the former heiress so very happy.

Before she could express any of that happiness Max started pulling her hand back to the point that her knuckles were stretching the entrance to Caroline's pussy, that poor hole forced to stretch wider than intended and thus leaving Caroline a whimpering mess. Momentarily she prayed for the mental and physical strength to tell Max to stop, Caroline believing that no matter how angry her fellow waitress was that they were still friends and if she asked her to stop she would. Then it started to feel good. Really good.

In fact when Caroline did say something coherent it was, "Aaaaaaaahhhhhhhhhh Goooooooodddddddddd fuck me! It feel sooooooooooo gooooooooddddddddddd ohhhhhhhhhhhh Max! Max please don't stop! Fuck me Max! Max fuck me! Max! MAX! Oh my God fuck meeeeeeeeee aaaaaaaaaahhhhhhhhhhh fuckkkkkkkkkkkkk!"

Typical, Caroline was getting off on this, Max thought. Perverted slut! And yeah, Max had got off on the exact same thing, but that was because she was a perverted slut and proud of it. But who knew that perky little Caroline Channing, former stuck up heiress to a fortune, and the biggest prude Max had ever known would turn out to be such a twisted whore. Not that Max had known many prudes in her time, normally the girls she knew in passing were total sluts, but to see Caroline acting this way, actually take her entire hand inside her like a total ho, damn that was hot. So fucking hot!

Max also found it bizarrely hot how wet Caroline was and the feeling of another woman's cunt spasming around her hand as she pumped in and out of her, Max becoming totally lost in fisting her friend. Consumed by the feeling of fucking her best friend with her entire fist. Using her whole hand to fuck the best friend she'd ever known. Caroline Channing. She, Max Black, was fist fucking the best female friend she'd ever had, former spoiled rich girl Caroline Channing, Max's hand going where only the richest of dudes used to be able to go, the other girl constantly making stupid faces and weird noises as Max brutalised her cunt.

Those faces became more stupid and the noises became even louder when Caroline came, Max finding it impossible to miss given the increased amount of liquid, the deafening screams and Caroline's humorous 'oh' face. Unfortunately Max wasn't in the right mind frame to properly enjoy it, instead just using machine-like thrusts into Caroline's pussy, the buxom brunette making the skinny blonde cum who knows how many times before finally Caroline begged for mercy.

For a hot second Max was worried she wouldn't be able to do it. That she had become so obsessed with abusing Caroline's cunt that she would just continue in the same mindless fashion she had been doing, and despite how mad Max still was she didn't want to seriously hurt Caroline. Fortunately her body felt the same way, her hands slowing down the speed of her thrusts seemingly of its own accord, bringing Caroline down from her high. And of course Max had to get full control of her body at the most awkward moment possible, the brunette biting her lip and then slowly beginning to pull her fist out of the blonde, causing Caroline to whimper and clutch to her as she slowly and awkwardly removed her fist from her friend's pussy.

Eventually Max got impatient and pulled the rest out like a Band-Aid, suddenly and forcefully, causing Caroline to cry out in pain and then scold her, "HEY! Watch it!"

"You started it." Max shrugged.

"Did not." Caroline grumbled petulantly.

"Oh you know you did too." Max argued.

Caroline opened her mouth to continue the argument, but wisely settled for, "Well, I did enjoy it."

"I'm sure you did." Max scoffed, before slowly lowering Caroline to her knees, straightening up and then ordering, "But now it's my turn."

"I guess it is." Caroline grinned, "The question is Max, what do you want?"

"Oh shut up and eat me." Max grumbled, grabbing the back of Caroline's head and shoving down onto her knees, "Do what you do best and eat pussy you dirty little dyke. Come on, I don't have all day, fuck me! Fuck me with your mouth. Mmmmmmmm, fuck me with that talented tongue of yours and make me ohhhhhhhhhhh fuckkkkkkkkkkkk yeahhhhhhhhhh!"

Eager to obey Caroline slid her hands up her friend's skirt, grabbed hold of Max's panties and pulled them down around her ankles. She then slid her head under the skirt so she was face to face with her prize, Caroline grinning maniacally nearly the whole time. That was until her mouth was in front of her prize, then Caroline was too busy frantically licking to grin. A brief smile did slide across her face when Max gave up mouthing off in favour of moaning, groaning, whimpering and crying out in pleasure, but that smile faded as Caroline's face became a wash with bliss.

It was funny, Caroline used to fantasise about licking pussy but wondered if she would actually like it. She had even been afraid she would, and now Caroline couldn't imagine a world where she didn't love licking pussy. Especially if that pussy belonged to Max Black, Caroline doing her best to please her best friend before she changed her mind. She did this first by rapidly licking just the lips of Max's cunt, only occasionally sliding over the entrance and ignoring her clit entirely. Then she started occasionally touching her friend's clit. Then she lingered on that sensitive bundle of nerves, taking it into her mouth and fucking it in between long licks of Max's womanhood. Caroline even pressed her tongue right up against Max's entrance.

Although it wasn't apparently hard enough for Max who found her voice again and started complaining, "Get that fucking tongue inside me you bitch! Ohhhhhhhhhhh Gawwwwwwwwwd, get that tongue inside me and fuck me with it you little dyke! Mmmmmmmmmm, tongue fuck me like the dyke slut you are Caroline! Oooooooooohhhhhhhhhhh Goooooooooddddddddddd, mmmmmmmm, fuck me! Fucking fuck me! You wanna be a lesbo so bad? Fine, fucking tongue fuck me like one! Oooooooooooooh, you want to be a pussy eating lesbo whore then fuck me with your lesbo tongue! Oh God Caroline, mmmmmmmmm, you want me to be a lesbian like you? Be lesbians together? Then AAAAAAAAAHHHHHHHHHHHHH FUCKKKKKKKKKKKK!"

Caroline wanted to stay longer in between Max's legs. She wanted to stay there forever, worshipping Max's box and being fed the yummy cunt cream that Caroline now craved. However Caroline also wanted to taste even more yummy liquid that was Max's cum, and now the truth was out there her best friend knew exactly how to manipulate her. All Max had to do was mention what Caroline really wanted, a.k.a. Max as her girlfriend, and the blonde found herself shoving her tongue as deep as it would go into the brunette and frantically fucking her to climax in what felt like seconds.

The fact that she made Max cum so quickly was promising, as was the fact that her roommate had been soaking wet before her tongue had even touched her. It proved that Max had enjoyed fist fucking her, and the kissing, and the prospect of Caroline going down on her. Not that Caroline really needed proof that Max was into her, but it was a nice feeling to have, especially if she got further proof in form of a mouthful, and then a face full of cum, the blonde briefly removing her tongue from the brunette so she could concentrate on swallowing as much of her business partner's delicious cum as possible and only then to return to the tongue fucking so she could get more of it.

Max showed her gratitude by grabbing two fistfuls of blonde hair and shoving Caroline's faces deep into her cunt as it would go. She also tried bucking her hips, intending to time them with the tongue thrusts so she could end up with her roommate's tongue as deep inside her as possible. However her movements were too frantic and everything that just made it harder for Caroline to tongue fuck her, so Max tried to stop but it was no use, she couldn't stop completely, the blonde's tongue causing such powerful sensations that she just couldn't stop jerking her hips every so often. And of course Max tried to offer verbal encouragement, but she was too far gone at this point to offer up anything coherent.

After half a dozen devastatingly hard orgasms Max awkwardly shuffled to the opposite wall, her tight grip in Caroline's hair meaning that her best friend had no choice but to come with her. Once they were both out the way she reached out with one hand and violently slammed the foldout bed down, almost breaking it in the process. Then in almost one swift movement Max yanked Caroline upwards, threw her onto the bed and sat on her face. Caroline let out a confused whimper when she was pulled away from Max's cunt, then eagerly went back to tongue fucking her friend and swallowing her cum as it squirted out of Max's pussy and down onto the beautiful face/into the hungry mouth beneath her.

For a few minutes Max just rode Caroline's face, playing with her own big tits violently grinding down on her best friend's face, no longer caring it if interrupted the tongue fucking or not because the added friction was enough in this position to make up for it. She didn't want to admit it but Max was kind of worried if Caroline could breathe, although she told herself her roommate would let her know is it became a problem. After all, Caroline was kind of a whiner. Not that she didn't have plenty to whine about, at least some of it justified, but Max isn't exactly want to focus on that right now, not when she was being tongue fucked to the greatest orgasms of her life.

In that moment she didn't care it was another girl doing this to her, and she didn't care it was her best friend/roommate/business partner/the only girl she ever really been close too. All Max cared about was her own selfish pleasure, and maybe returning some of that pleasure, the loudmouth waitress laying down hesitantly until she was face to face with Caroline's crotch, Max practically tearing down Caroline's skirt and panties so she could stare at what was underneath for a few long moments. Then closed her eyes, stuck out her tongue and began licking, which unsurprisingly had Caroline moaning into her pussy and redoubling her efforts, like vibrations from the moaning wasn't enough to make Max cum even harder.

After that there was no more coherent thinking for either girl as both became consumed by eating the pussy in front of them, something which became increasingly difficult as they became overwhelmed by the pleasure the other gave her. Neither was sure when Max shoved her tongue into Caroline's cunt, but they were both sure it wasn't too long after the licking began, the brunette instinctively trying to catch up to the blonde and succeeding, at least when it came to the speed/power behind her tongue thrusts and the urgency in which Max tried to swallow every drop of girl cum which flooded her mouth.

Max failed to give Caroline an equal number of climaxes, but as neither girl was sure how many times they came it didn't really matter to them. Especially as the 69 filled them both with a blissful happiness neither one of them had originally known, not even during the last few times they'd had sex. It was a perfect moment in time neither wanted ever end, but ultimately it had to, if for no other reason than for self-preservation, Max eventually reaching the point where she just couldn't cum again and Caroline needing the chance to breathe properly again. So the 2 girls eventually rolled away from each other, desperately gasping for breath and quivering from the force of their orgasms until Max broke the silence which had fallen between them.

"Ok, fine." Max gasped after several minutes of just laying there, "I might be a little bit gay."

Caroline laughed softly, "Just a little bit?"

"Shut up, I'm still mad at you." Max grumbled, trying to roll onto her side facing away from Caroline, but she just didn't have the strength.

As she hadn't cum quite as much Caroline was able to crawl around and over to Max, the brunette clearly pretending to be asleep which caused the blonde to huff, "I'm sorry I tricked you, but I was desperate. And I know what you're going to say, I'm always desperate. And, sadly, that's kind of true, but that's just because I'll do anything to get what I want, and you're what I want Max. More than anything I've ever had or could ever have. I, I know it's not what you want to hear, I know it's too much too soon, but I've never been happier than I am right now, half naked in bed with you, because I love you. I'm in love with you, and I'd do anything if you'd just give me a chance. Give us a chance. If you give us a chance to be something, I know it could be special, I know-"

"Good God woman, shut up!" Max croaked, and then after a brief silence grumbled, "Fine, but we don't tell anyone, ok?"

Ignoring the fact that Max was using the word fine, which as established didn't mean fine Caroline beamed happily, "Oh Max, you won't regret this."

"I already do." Max lied as Caroline kissed her on the cheek and snuggled into her big boobs.


	4. Chapter 4

**Notes for the Chapter:**

> Disclaimer: I do not own 2 Broke Girls. I do not make any money from the writing of this story.

There was a lot about her current job Caroline Channing hated, but if she had to narrow it down to just one thing it would be total lack of hygiene. Seriously, if their customers knew the truth about the things Oleg did just out of view it wouldn't matter how low the prices were, no one would come here. Although Oleg wasn't her biggest problem hygiene wise. No, that was touching anything inside the diner, or using their bathroom. If she absolutely had to do the latter while working she'd put down a lot of paper first and was quick as possible, so it became very suspicious when her bathroom breaks became twice as long.

By some miracle not even Oleg had seem to grasp the reason for this, despite very much the only thing Caroline liked about her job following her in every single time, and Max normally never went to the bathroom at the same time as her because Max wasn't a girl's girl. Well, now she kind of was, just in a very different kind of way. As in shove Caroline against the bathroom wall and try and almost literally shove her tongue down her throat kind of a girl's girl, which was Caroline's favourite kind. Or at least it was when she wasn't working.

Breaking their latest kiss Caroline gasped, "Ok... O, K, that's enough Max. Time to stop."

"Do you really want me too?" Max asked teasingly against Caroline's neck before beginning to kiss it.

"Ohhhhhhh, you know I don't." Caroline moaned, before forcing herself to focus, "But I already told you, I'm not having sex anywhere near this diner."

As Caroline tried to push her away Max softly pleaded between kisses, "Please? Just this once?"

"No." Caroline gasped, then added firmly, "No! Seriously Max, we both need this job-"

"Oh please, like Han would ever fire us." Max scoffed.

"He might if he finds out we're having sex when we should be working." Caroline pointed out.

"Not if we let the little troll watch." Max countered.

"Ewww, mood ruined." Caroline said, her eyes refocusing on her ugly surroundings after being either half or fully closed as a result of what she was feeling, "And even if it wasn't, we're lucky not to get an STD just by being in here, I'm not going to tempt fate by getting naked."

"I told you, we don't have to take our clothes off, to have a good time." Max sung out of key with a smile on her face.

"And I told you, this isn't happening." Caroline said firmly, before forcefully pushing her secret girlfriend away from her.

Max staggered back, momentarily looked hurt and then scowled, "What's the point of being dykes if we can't fuck in bathrooms?"

"Oh like that ever stopped you before." Caroline pointed out.

"True that." Max admitted.

"Anyway, I wish you wouldn't use that word." Caroline whined.

"What word? Dykes?" Max scoffed, rolling her eyes as she added, "It's fine Caroline, WE can use that word because we're actually gay. It's like black people and-."

"No it's not!" Caroline interrupted before Max said something she was even more uncomfortable with, "And besides, I thought you were only a little gay? You know, as in bi?"

Max lowered her head before softly admitting, "I, I don't know what I am. I just, I just like you is all... and I love having sex with you."

"Awww, Max." Caroline beamed, and then when the brunette looked back at her with a familiar look in her eye the blonde quickly added, "We're still not having sex."

"Come on Caroline!" Max whined, before slowly advancing on her roommate and whispering seductively, "You don't even know what I want."

"It, it doesn't matter." Caroline gulped.

"Really?" Max practically purred, "Not even if all I want to do is eat your yummy pussy? Fuck you with my tongue until you cum all over my face?"

"N, no." Caroline stammered.

"Please Caroline?" Max softly pleaded while pushing her girlfriend against the wall again, "Just one little orgasm? Please? Give me a little taste of your sweetness, something to tide me over until we get home? I promise I'll make it quick, tongue fuck you so hard and fast that it'll only take like a second till your cumming in my mouth."

Throughout that little speech Max got closer and closer until she was whispering in Caroline's ear, her words alone nearly making the former heiress cum before she got hold of herself and squeaked, "I, I just can't!"

"We both know that isn't true." Max grinned, unable to resist using her best man voice, "Come on baby, you know you want too."

"I do." Caroline admitted, before grinning, "But if you don't stop now, you won't get your present."

"Present? Where? What did you get me?" Max asked eagerly, before frowning and finally moving away, "Wait, how much was it? You know we combine funds, so it's not like we can afford any fancy dinners or anything, you know that right?"

"Relax Max, it was cheap and I promise you'll love it." Caroline grinned, seizing the opportunity to head for the door.

"I better." Max grumbled as she watched Caroline's butt wiggle as the other girl got back to her crappy job, Max joining her about a minute later for the sake of making it a little less obvious they had been making out.

*

Caroline spent most of the day fighting off a horny Max Black, her secret girlfriend constantly trying to talk her into the bathroom or the giant freezer frequently in between brushing up against her, whispering pure filth into her ear, and squeezing, pinching and slapping her butt when no one was looking. Seriously, they may be secretly dating now, but Caroline thought she was going to have to complain about sexual harassment in the workplace, joking about it at least once even though that just led to her thinking how she couldn't really afford a lawyer because she was so ridiculously poor now.

Luckily she wasn't so poor she couldn't treat her girl, even though Max probably didn't deserve it after barely leaving her alone all day. On the other hand it had been awhile since Caroline had been in the honeymoon phase of a relationship, and after wanting Max for so long she found she mostly enjoyed the attention, even if the other girl did go a bit over the top with it. Besides, this was one treat/surprise Caroline was very much looking forward too, and she was pretty sure that both herself and Max were going to get a lot of very enjoyable use out of it.

"So, where's my present?" Max huffed as soon as they got through the front door of their home, then adding in a playful tone, "And I'm warning you, it better be worth it for you acting like such a tease all day, otherwise someone's getting a spanking."

Caroline rolled her eyes, locked the door and then smiled, "Close your eyes. And no peeking."

Max sighed and did as she was told, "Ok, but the last time I did this I was on my knees and my present was something sticky on my face... and if you're going to masturbate in front of me I'd rather see it."

There was a brief pause and then Caroline said in a playful tone, "You can get on your knees if you want."

Max raised her eyebrow, but from the sound of Caroline's footsteps her roommate/lover didn't see it. Not that it really mattered, what mattered was what Caroline had got her. Max had been thinking about it all day, her mind racing with the different possibilities. Honestly she was hoping for sexy lingerie, even if Caroline was probably too prudish for that. And sure, she worried that Caroline had spent their money on jewellery or something, but even that would be sweet. In reality she had totally missed the mark, and Caroline's choice was far better than Max could have ever guessed.

"Ok, you can open your eyes now." Caroline said, trying to be as confident as she could.

Without hesitation Max opened her eyes, those eyes going wide as she found her girlfriend standing naked in front of her. Well, naked except for a massive strap-on dildo, Max's mouth falling open and watering while her cunt became equally damp. That thing had to be 10 inches long and 2 inches thick, far bigger than any guy Max had ever been with. It was so big she didn't even laugh at how ridiculous her pale white girlfriend looked with a enormous black cock, her normal reflex of making a joke forgotten as she stared at it.

After what felt like hours of silence Caroline started rapidly babbling, "We don't have too, I just thought, you know, it could be fun, and different... not that I need or really want different, or normal, or whatever. Not that what we do isn't normal, it's just that, before we started, you know, you were always talking about how much you love cock, like way too much, and I'm not sure if you were just saying it to embarrass me, or saying it because you meant it and were trying to bond, or both, but, well, lesbians use toys! Isn't that something you said to me? I remember you saying it, although I can't remember the context, and I'm sure it's not entirely true. I'm sure that some lesbians used them, some don't, and I'm really happy with what we have, but I'd kind of like to try this if you'd be up for-"

Before Caroline could say another word Max fell to her knees, wrapped her lips around the head of the dildo and started bobbing her mouth up and down, coating the first few inches in her saliva before relaxing her throat muscles and slowly lowering her lips to the base. Sure, she choked and gagged a bit shortly after that rubber cock entered her throat, but she took every inch with practised ease. Which caused Caroline to become completely silent, Max looking up at her once she was deep throating every inch of the dick and grinning around it when she saw the dumbstruck look on the other girl's face.

She then kept the dildo in her throat for a full minute, then she pulled herself away from it and while stroking the shaft confessed, "My favourite boyfriend was almost as big as you, and I was a total slut for him."

"Really?" Caroline asked huskily.

"Really." Max grinned slyly, before asking, "Just do me a favour ok? No foreplay. I've been aching to fuck you all day long, and my cunt is so wet and ready I feel like I could take this thing and both your fists."

Caroline blinked a few times to get rid of that image, and then asked, "Would you consider eating your pussy foreplay?"

"At this point, yes?" Max said, getting off her knees and began to strip.

For a few seconds Caroline just watched, then she suggested, "What if we made it quick? You could ride my face and I could tongue fuck you hard."

Max sighed, as if Caroline eating her pussy was some great chore, and then huffed, "Alright fine. As long as we do this my way."

She then grabbed her girlfriend and kissed her roughly, Max trying to make it up to Caroline for sounding like she didn't love having the former heiress munching on her muffin. She did, she really did, but the thought of having a cock that size inside her was making Max insanely horny, and making her clearly forget about her silent promise to be nicer to Caroline so she didn't mess this up. Luckily kissing Caroline was a great way to distract from her winning personality, Max loving the feeling of her roommate's strap-on rubbing against her legs as she skilfully manoeuvred them to the bed, shoved Caroline backwards and then mounted her face.

Caroline could have happily spent another few hours just kissing Max, especially as she was enjoying two handfuls of the biggest tits she had ever seen. When she was denied those tits, and lips/tongue, Caroline let out a quiet protest, but as Max crawled on top of her Caroline quickly forgot all about complaining, her eyes even widening with glee and a crazed smile crossing her face as Max positioned her cunt directly above her and then lowered herself down.

Unwilling to wait Caroline pushed her head up so she could immediately start lapping away at Max's juices, her busty roommate moaning happily and pushed herself down so hard it felt like she was crushing Caroline's head in between the mattress and her deceptively heavy body. Oh it was heaven, Caroline more than happy to be crushed if the last thing she would see/taste was Max's pussy. Sure, it was only her second favourite part of Max's body, but while Caroline could happily suck her best friend's big tits all night long she couldn't make the other girl cum from just that, and she really liked pleasing Max. And of course, she loved Max's juices.

After a few minutes of licking Max moaned, "Mmmmmmmmm, oh fuck, we had a deal, remember?"

That was right, Caroline thought to herself in disappointment. She wanted to go back on it, wanted to tease Max for hours as punishment for her earlier behaviour, and then she wanted to make it up to her by tongue fucking her to multiple climaxes. Instead she stuck to the original agreement. Sort of. Sure, it was a little late, but despite what Max may think Caroline was pretty sure a little gentle lick was good to get her going before she shoved her tongue as deep inside her as it would go, which was exactly what she had done. Then Caroline took a few moments to enjoy the feeling of the brunette quivering around her tongue before she started to fuck her with it.

Unsurprisingly this caused her face to become very quickly covered in girl cream, Caroline wrapping her lips around Max's love hole in an attempt to swallow at least the majority of the juices she craved above anything else. Of course she didn't quite get it all as she was mainly concentrating on tongue fucking Max, but considering she was still new to this whole lesbianism thing Caroline was pretty proud of herself, and she never really minded having her face drenched with her girlfriend's love. After all, it was just a sign of Max's appreciation, as were her words.

"Ooooooooooohhhhhhhhhhhh Gawwwwwwwwwwwwwwd eat me! Eat my pussy! Oh fuck Caroline! Caroline!" Max cried out those words over and over again, but it mostly in a different order, for a few minutes, then she got more desperate for an orgasm and focused up, "Aaaaaaaaaaahhhhhhhhhhh fuckkkkkkkkkkkkkk, fucking eat my fucking cunt Caroline! Eat it like the little lesbian slut you are! Ohhhhhhhhhhhh Gooooooooooddddddddddd, tongue fuck me you fucking dyke! Fuck me as hard as you can as your face is drenched in my fucking cum when you fuck me with your big cock! Oooooooooooh yessssssssssssss, oooooooohhhhhhhhhhhh Gooooooooooooddddddddddd yeeeeeeeeeessssssssssss, tongue fuck me just like that, mmmmmmmmmm, good girl, mmmmmmmmmm, good little lesbian slut, aaaaaaaaaaahhhhhhhhhhh fuckkkkkkkkkkkkkk!"

After that Max became incoherent, but it didn't matter. Caroline was slamming her tongue in and out of her so hard and fast she knew she would be cumming in a matter of moments. Max could just relax and let her girlfriend do what it felt like God or whatever made her for, what came naturally, her purpose in life, eating pussy. Oh yes, Caroline Channing's purpose in life was to eat pussy. Specifically Max Black's pussy, Max not liking the idea of Caroline using that naturally gifted mouth and tongue of hers on any other woman, although despite what Caroline said she found it increasingly hard to believe her roommate hadn't spent every moment of her teens/20s, and perhaps whenever she was out of her sight, with her face buried in between other women's legs.

Trying to distract herself from that thought, and hurry along her orgasm, Max started grinding down on Caroline's pretty face, timing it with the incredibly slow thrusts of her secret girlfriend's tongue so that wet muscle went as deep inside her as it possibly could. Also, she had been playing with her breasts pretty much since the moment she sat down on Caroline's face, but now Max was practically tearing her nipples off she was squeezing and pinching them so roughly, giving her the little spark of pain which she so adored when experiencing this type of euphoria.

With an extra hard squeeze of her tits/nipples timed perfectly with a thrust from Caroline's tongue which curled upwards to hit her G-spot Max finally got what she craved, the type of climax which previously only Caroline Channing had given her. The type which had her cum literally squirting from her cunt, in this case drenching her lover in the process, although she could feel and hear Caroline making a valiant effort to swallow as much as she could before going right back to tongue fucking her like the greedy cum slut and wonderful girlfriend that she was, Max so overcome with joy in that moment tears literally fell from her eyes.

The amazing orgasm might have been messing with her mind but in that moment Max was completely overwhelmed by how much she loved Caroline Channing. She'd never felt so strongly before, and it scared the shit out of her, so naturally she looked for a distraction. Luckily that wasn't hard to find as Caroline's strap-on cock was right there waiting for her, and even though it was completely unnecessary as both the dildo and her cunt were as wet as they could be she leaned forward and swallowed the thing whole, Max frantically bobbing her head up and down as Caroline gave her orgasm after orgasm. Then she took the cock out of her mouth, reluctantly pulled her cunt away from Caroline's mouth and tongue, and turned herself around so that her pussy was hovering over the strap-on.

Once she had gotten herself into position Max grip firmly onto the toy and guided it against her entrance, biting her lip the entire time. She didn't normally start off with this position, and truth be told she couldn't remember the last time she even bothered with it. After all, if she was into the sex her favourite position was doggy style so she could feel slutty while the guy got to enjoy her curvy ass and if she wasn't into the sex her favourite position was missionary so she didn't have to waste precious energy on it. Ok, so sometimes it was the other way round so she wouldn't have to see the stupid guy's face or because she actually wanted to see that dumb face.

As much as Max liked Caroline's face the expression on it right now was a little off-putting given just how nervous the blonde was, which only added to the awkwardness of the situation, Max silently blaming Caroline for distracting her and thus causing her to miss her target the first couple of times. Even when she hit it Max was way too tense so the initial penetration caused her more pain than usual, the loud cry she let out doing absolutely nothing to help Caroline's nerves.

"Max! Are you alright?" Caroline asked nervously.

"I'm fine woman, damn... just give me a minute." Max grumbled.

That didn't exactly comfort Caroline and as Max was no good at comforting of any kind she opted for distraction, namely lowering herself further down on the dildo which caused her to moan in mostly pleasure. The toy cock was now stretching her far wider and deeper than her fingers which wasn't 100% pleasant, but it was around 80% enjoyable so the moan was in no way forced. Plus whatever stupid thing Caroline was thinking of saying seen to be forgotten as the former heiress soon became lost in just watching the show, Max making sure it was a good one for her lover.

Which involved bouncing up and down with as much enthusiasm as she'd ever shown during the beginning of sex, making her oversized melons bounce like some nature/God designed human lava lamp, Caroline's eyes again focusing on those two huge globes she had seemed to become obsessed with. Under other circumstances Max might have mocked her for it. Oh who was she kidding, she was definitely going to tease Caroline about her big lezzie obsession with her rack, it was just that Max was way too horny to do it now and risk ruining the mood. So Max concentrated on bouncing up and down on the fake dick, something which was becoming and increasingly easy task to do.

Even though this wasn't even close to how Caroline had imagined this happening she couldn't be more happy right now. She was always happy when Max's big tits were naked and directly in front of her, and she was doubly happy when they were jiggling up and down like they were now. Not that Caroline was any closer to understanding why that was, but she really didn't understand falling so hard for another woman when she had considered herself straight for so long, so her latent obsession with Max's tits was more of a symptom of a problem than an actual problem. Not that Caroline truly thought of this as a problem anymore, it was just.. a little bit awkward.

It was awkward to fall in love with your roommate/best friend regardless of gender, and it was awkward to have that best friend/roommate now jumping up and down on her in a very non-platonic way, but Caroline was too mesmerised by Max's boobs too really care at first. Then Max's big ass came to rest against Caroline's thighs, making the former heiress's eyes go wide as she realised now every single inch of that monster dildo was inside her best friend's cunt.

Finally looking away from Max's big boobs Caroline watched as her friend grinded herself on that toy cock, making the strap-on churn her insides, and then she began bouncing up and down again, slowly at first but with the seemingly never ending increasing speed until Max was hammering herself up and down on the toy while screaming in pleasure. It was then, when Max was wildly riding the dick strapped around Caroline's waist, that the former rich girl didn't know where to look anymore.

There was of course Max's big boobs which were jiggling more than ever, although it was almost so much Caroline couldn't really get a good look at them. Then there was Max's love hole stretching for that strap-on dildo, Caroline knowing she would have found the sight obscene only a few weeks ago, and she still kind of did, but she also found it incredibly hot. At the same time the only thing that Caroline felt she could get a proper look at was Max's face which was a beautiful mask of pleasure, and even then Max had a tendency to tilt her head backwards so she could let out an extra loud cry of pleasure, but then just how lost her friend was in this was at least half of the fun.

Max wasn't sure how long she stayed like that, bouncing on her friend's lap like some kind of insane Jack in the box, only way hotter. Because Max had many, many faults, but she never doubted her own hotness and despite what she may have said over the past few years Caroline was gorgeous. She wasn't doing a great job at showing it now, but then again even while staring like a moron Caroline Channing was stunning, so much so that they could charge admission to watch this little show and pay their rent for a year. Which, despite her jokes, Max probably wouldn't resort too, but it was kind of hot.

In her mind Max could picture it so vividly it was like it was actually happening. A large crowd of men and women watching as she had lesbian sex with former rich girl Caroline Channing, the two friends not only charging admission but forcing their audience to cough up more cash to see them break out sex toys like this. In Max's fevered mind the audience was only too happy to do so, men and women alike handing over big wads of cash so they could watch Max riding a dildo strapped around Caroline's waist just like this with an audience cheering them on while gleefully masturbating, for an additional charge of course.

The fantasy actually drove Max to ride the dildo harder and faster until she found herself on the edge of orgasm, Max just about to go over that edge when she was rudely interrupted by Caroline flipping them over so that the thin blonde was resting all her weight on top of the busty brunette. Initially this caused burning rage to flood Max's body and she opened her mouth to give her roommate a piece of her mind, but before she could get the words out Caroline gave her this indescribable look.

For some ungodly reason it made her actually want to cum, and about a minute later she actually did cum when Caroline began fucking her. It was awkward and unfocused at first, and it still remained kind of awkward, but Caroline quickly established a rhythm and then kept building it up until Max's pussy was clenching on the dick and her whole body was being racked with pleasure. And instead of the hard object inside her suddenly going limp, often without a rubber to catch the goo spurting from it, Caroline only fucked her harder, Max once again cumming multiple times because of it which sent her to cloud nine.

Caroline had no idea what had come over her, and honestly it kind of scared her, but she was too preoccupied with the words 'fucking Max, fucking Max, oh my God I can't believe I'm fucking Max' repeating over and over again in her head. When she finally gained a bit of sense she realised how ridiculous the thought was considering she'd fucked Max before and had gone to great lengths to be able to fuck her again. Still, to do it like this was pretty overwhelming. Fun though. Really, really fun.

For all her anxiety at trying this Caroline could have never imagined how awesome it would be to fuck Max like this. Or how natural it would feel. Sure, it was kind of weird, and she really had no idea what she was doing, well sort of but not really, oh who cares this was great. She was fucking her best friend Max Black, pounding the pussy of the closest female friend she'd ever had, and it made her feel awesome. And powerful. And... dominant? Maybe she shouldn't be feeling that, but she totally did, and while Caroline was sure a therapist would have a field day on that line of thinking, focusing on it was causing her to slow down the force of her thrusts, which deeply displeased Max from the sound of her groans.

So Caroline ignored the worrying thoughts in her head in favour of fucking her best friend... her girlfriend as hard as she could. Yes, she was fucking her girlfriend. Using a strap-on dildo to pound the pussy of her girlfriend like a total lesbian stud, Caroline proving she could be a good girlfriend by making Max cum over and over again. And she knew for a fact that was exactly what she was doing because she remembered every little detail of their past times together, and if anything she was making Max cum harder than ever.

Her reward was an orgasm or two of her own thanks to the constant rubbing her clit with every thrust, but while they were satisfying enough they couldn't compare to what she experienced from Max's tongue, mouth and fingers. That was ok with Caroline though, because this wasn't about her. This was about Max. Specifically it was about her showing Max she could give her just as much pleasure as a man, if not more. That she could sexually please the other girl. That she could give her girlfriend, the gorgeous loudmouth Max Black, all the orgasms she could handle and more, Caroline feeling very proud of herself as it seemed like she did just that.

She didn't. Caroline gave Max more orgasms than she'd ever received during sex with a dude, but the skinny blonde could only fuck the curvy brunette like a dude for so long until she collapsed with exhaustion down on top of her. As Max was perhaps on the greatest high she had ever known, and she'd sampled some pretty awesome highs, she rolled Caroline onto her back without allowing the dildo to fall out of her pussy and then started to bounce on that cock again. Unfortunately Max was tired to, and the interruption totally ruined her high. Luckily she had a planned to get it back.

"Hey Caroline." Max gasped, a little surprised by just how exhausted she sounded, "Remind me, you ever done anal?"

Caroline grimaced, "Ewww, no. I told you Max, I've never done anal."

"Well..." Max grinned, grabbing a tight hold of the dildo as she pulled herself off of it, readjusted herself and then pushed downwards, "Now you have."

Technically Max hadn't got the dildo through her ass hole yet, but she was making a point. A point it took Caroline a couple of seconds to get, and then when she did the look on her face was totally worth what came next. In fact Max wished she'd thought to reach over and grab her phone so she could take a picture of Caroline's face and save it as her background because it really was priceless. Oh well, she'd just have to remember this, which wouldn’t be too difficult as Max didn't think she would ever forget impaling her ass hole on a dildo strapped around the waist of her female roommate/first ever girlfriend.

It was just so thrilling Max barely noticed the pain of her back hole stretching to accommodate that dildo, at least until that hole stretched wide enough to allow the head of the cock to pass through it, and even then the pain was totally worth the scandalised look on Caroline's face. It was also worth the pain that followed, although that pain was mixed with a lot of pleasure. Most of it was mental, like the fact that the rest of the toy cock slipped in easier despite being bigger than any real cock she had ever taken because it was so thoroughly coated in her cum, which turned out to be much better lubricant than her saliva or whatever her boyfriend at the time could find.

Once the strap-on dick was buried completely inside her fat ass and Max started bouncing up and down sort of, but not quite, as before the physical pleasure intensified and that combined with the sheer nastiness of what she was doing had her approaching her high in no time. This was normally about the time the guy she was with would blow his load and she would finish herself off while pushing his cum out into a toilet, only this time that was impossible so instead the pain faded away completely and Max was overwhelmed by some truly intense stimulation coming from deep within her butt, Max feeling like a dirty little whore and loving it.

Caroline felt like she was definitely brain-dead for however long it took Max to shove that dildo up her butt and start anally riding her like some kind of porn star. She was just so overwhelmed that Max was actually doing this. Of course she had always known Max was a dirty girl, she'd even bragged about taking it up the ass like it was something to be proud of, but to actually be involved in the equation in this way? Oh it was perverted, and yet undeniably thrilling. It made Caroline disgusted with herself to even think it, but she couldn't help it, it was just so outside her comfort zone it was wild, and she didn't do wild nearly enough.

In all her strategic planning Caroline had somehow never considered that Max might want anal. After all, while Max had confessed to a sort of liking it supposedly it hadn't feel great for her and she'd never cum from it, although Caroline supposed that was because no man could have his dick in a hole this tight and not blow his load. Hell, Caroline couldn't even feel it like a man would and yet from the effort it took for Max to bounce up and down it was clear that it was a tight squeeze, and there was a certain added pressure to her stimulator which was hard to describe. And whether it was because of Max's shameless moans of pleasure or something dark and twisted inside of her Caroline realised to her horror that she was actually getting off on this. Actually getting off on her best friend turned girlfriend abusing her butt hole in a way which was a crime against nature.

Caroline's cheeks burned with shame at this revelation, especially as she was having to grind her teeth to prevent herself from asking Max to turn around. It was unbelievably embarrassing, but Caroline really wanted to see exactly what was happening. It was incredibly sexy just to see just how wet Max's empty pussy was, or how beautiful Max looked when her face was awash with pleasure, and the blonde thought she would never get tired of watching the brunette's big boobs bounce up and down as the other girl continued to anally ride her strap-on, but no matter how much she tried not to Caroline wanted to see Max's ass being abused in this obscene way.

Which was why no matter how much she tried Caroline couldn't stop herself from mumbling, "Turn around."

Frowning Max opened her eyes and looked down, "What?"

"Tu, turn around." Caroline stammered, blushing furiously and not meeting the other girl's eyes, "I, I wanna see."

There was a moment's pause, then Caroline risked looking back up again and blushed even more as she saw the wicked grin on Max's face. She thought for sure that the sarcastic brunette was going to make fun of her, or at least tear her a new ass hole, but instead she lifted herself up slightly, turned around and showed Caroline her ass hole. Max showed Caroline her obscenely stretched cock filled ass hole, the brunette slowly moving so that the blonde's dildo never fully left her ass, and then once she was facing away from Caroline in the reverse cowgirl position Max slammed her ass down so hard her cheeks jiggled. She then made her cheeks jiggle even more as Max began joyfully abusing her own butt again, eventually reaching behind her and spreading those cheeks so Caroline could have the best few possible of her roommate's ass hole stretching for her cock.

"Like what you see, huh Caroline? Do you like what you see?" Max taunted with a grin on her face while trying to pull her ass cheeks wider apart, "Do you like seeing your big cock in my fat ass? Huh? Do you? Answer me! Do you like seeing my big fat ass taking your cock deep inside it, my nasty dyke butt your personal fuck hole, mmmmmmmmm, your big dick sliding in and out of the hole I shit from, ohhhhhhhhhhh, formerly rich girl Caroline Channing sticking her strap-on dick up my dirt poor pooper, oooooooooooh aaaaaaaaahhhhhhhhhhhh fuckkkkkkkkkkkkk, are you getting off on this you nasty bitch?"

"Yes." Caroline whimpered.

"Good." Max growled, taking her hands off of her cheeks and increasing her speed.

The best thing about anal sex was that it made Max feel like a total slut. Actually that _had_ been the best part of it, when the cock in her ass had been 'real' and ready to blow at any second. The best thing about the anal sex Max was having right now was the amazing pleasure she was feeling, and considering how good Caroline was at getting her off that was really saying something. That amazing physical pleasure combined with the mental stimulation of acting like a total slut by having anal sex, and lesbian anal sex at that meaning it was a taboo on top of a taboo, made Max become completely lost on the perverted act of anal sex.

Ever since she had accepted the fact that she had non-platonic feelings for Caroline Channing, and she actually wanted to explore these feelings, Max had made a conscious effort to be nicer to her roommate. She only made fun of her when it was absolutely necessary, constantly showed appreciation for her rocking body and even sincerely complimented the other girl on a regular basis. She even cut down the swearing, something which Caroline barely approved of in real life, and the skinny blonde had confessed that she hated dirty talked during sex. Which was a shame, because Max loved it, and the closer to orgasm she got the more verbal she became.

Before she could stop herself by kissing Caroline, or sometimes just looking at her, but now Max was facing the wall and screaming at the top of her lungs, "AAAAAAAAAAAHHHHHHHHHH FUCKKKKKKKKKKKK, OHHHHHHHHHHH SHIT, FUCK, FUCK, AH FUCK, FUCK ME, I LOVE IT! I FUCKING LOVE IT UP MY ASS! OOOOOOOOOOOHHHHHHHHHHHHHH GAWWWWWWWWWWWD, MMMMMMMMMMMM, I LOVE TAKING IT UP MY BIG FAT LEZZIE ASS! OOOOOOOOOOH CAROLINE, CAROLINE PLEASE FUCK ME UP THE ASS JUST LIKE THIS EVERY SINGLE DAY! I FUCKING NEED YOUR COCK IN MY ASS! OOOOOOOOOOHHHHHHHHHHH FUCK, I WANNA BE BUTT FUCKED BY A DICK WHICH NEVER GOES SOFT! PLEASE CAROLINE, NEVER STOP! NEVER EVER FUCKING STOP! NEVER STOP FUCKING MY BIG FAT DYKE ASS AAAAAAAAAAHHHHHHHHHHHHH FUCKKKKKKKKKKKKKK!"

It had been so fun to reach back and spread her cheeks to expose just how widely her ass hole was stretching for the cock pumping in and out of it, and it was even more fun to simply bounce her ass up and down in the reverse cowgirl position. However she was close to her first anal induced orgasm that Max felt she had to do more. At first she just rubbed her clit, which was wonderful but she wanted to see if she could cum just from being fucked up the ass, officially making her the biggest whore she knew, and since Caroline's cock couldn't go soft Max decided to take a risk.

So doing something she'd seen in a porno one-time Max lifted herself into a crouching position, awkwardly pulled out her knees from underneath her and then lifted herself up, then she reached behind her and gripped the bed sheets with both hands, all with the dildo never leaving her ass. Once she had bounced herself properly she started slamming her big booty up and down Caroline's shaft with every ounce of her strength, this new position allowing her to abuse her back door so hard and roughly it felt like only seconds later that she screamed hysterically and that her cum seem to squirt right across the room, Max becoming berserk as she shamelessly rode Caroline's strap-on dildo to the most powerful orgasms of her life.

Caroline had adjusted to being a lesbian pretty quickly. She had naïvely thought earlier today that there was no aspect of sex which could shock/scandalise her anymore, but being forced to butt fuck her roommate/girlfriend reminded Caroline just what a sheltered life she'd really lived. Because this was the most scandalous thing she'd ever seen, and she had been part of a pretty big scandal, but this was something which felt out of this world. Oh, if they had been together back then, Max could have sold her affair to the media, told them all about how Caroline Channing was a perverted lesbian slut who liked to fuck her fat ass with a strap-on dildo. Caroline wasn't sure it could have made her feel any worse back then, and if she'd known how much she and Max would need the money she might have tried to sell that kind of story herself.

The most perverted part of this extremely sick and twisted act was that Caroline actually found herself getting off on it. Sure, she had loved watching Max's big tits bouncing with every thrust, her cunt leaking cream and her face awash with pleasure, but Caroline actually thought she was going to cum on the spot when Max pulled apart her giant ass cheeks to show off just how widely her ass hole was stretched around the strap-on sliding in and out of it, and she thought she was going to cum when Max started bouncing up and down without her hands touching her backside, meaning those meaty cheeks jiggled right in front of her face. And yeah, Caroline had felt those that filled cheeks jiggle when Max was in cowgirl, but when her girlfriend turned around and she could actually see those cheeks jiggling, oh Caroline thought she was going to cum like Max did moments later.

It made Caroline so proud of herself when she made Max cum, and the other girl had squirted into her mouth and onto her face before, but Caroline had never seen anyone cum as hard or as often as Max came with a dick up her fat ass. Wanting to help her cum even harder Caroline found herself grabbing onto Max's hips and slamming her own hips upwards, driving the strap-on dildo even deeper into her business partner's bowels, the 2 broke girls working together to literally ruin Max's rectum. Which of course wasn't Caroline's intention, but after this brutal butt fucking she just didn't see how Max could even walk again, let alone sit down. At least not without agonising pain.

Despite this very real concern for the woman she loved with all her heart Caroline just couldn't stop herself from pounding upwards with all her strength, and not just because she wanted to give Max pleasure. Caroline wished she could tell herself it was all for Max's benefit, but the truth was this was making her feel more powerful than anything, that mind blowing dominance combining with whatever was inside her harness to bring her to a very satisfying climax. Sure, her cum didn't squirt out of her with the force that Max's cream did, but she also wasn't a complete wreck by the end like Max was when she collapsed down on top of her and in the next few minutes wasn't whimpering, quivering and crying as Caroline simply held her and cooed softly encouraging words into her ear.

"You." Max gasped after a long pause, "You are going to do that to me every single day from now on. No exceptions."

Caroline grinned, "I can live with that."


	5. Chapter 5

**Notes for the Chapter:**

> Disclaimer: I do not own 2 Broke Girls. I do not make any money from the writing of this story.

Caroline Channing used to pride herself on being a nice 'normal' girl. Now she was pretty much sure she was 100% gay. Or at least 100% gay for Max Black, her best friend/roommate turned girlfriend. Her old self wouldn't have considered that normal, but then again her definition of normal had changed over the last few years, for both the better and not so better, but mainly the better. Her obsession with Max's boobs could be just about considered normal. After all, they were so massive Caroline had found herself staring at them when she was convinced she was straight. What wasn't normal was her new obsession with Max's fat ass, and specifically what she wanted to do to it. What she had done last night and couldn't stop thinking about.

See, last night Caroline had done what she had never imagined herself doing. She had ass fucked another woman. Her girlfriend Max Black had talked her into using a strap-on dildo, and then after some admittedly enjoyable cowgirl where Caroline got to enjoy Max's huge boobs bouncing for her the brunette turned round and shoved that big sex toy up her big fat ass. It should have revolted Caroline, but honestly it was the hottest thing she'd ever experienced, and she spent the whole of the next day thinking about little else but ass fucking the woman she loved. And not just a gentle butt fucking. No, Caroline wanted to wreck that big booty.

What was worse was that Max knew, or at least suspected, what Caroline was thinking, because she kept flashing Caroline flirtatious looks and wiggling her big behind at her like a red flag in front of a bull. Okay, so she did that anyway, but it felt like she was doing it at least twice as much today and it was driving Caroline crazy. She tried to get her revenge by squeezing that fat ass every chance she got, and even smacked it a few times when they were alone together, but that totally backfired and send her lust into overdrive to the point it was a miracle they weren't caught and when they finally got back to their apartment she was all over her secret girlfriend.

The only time during the entire day Caroline wasn't lusting over Max's fat butt was about a minutes after she got her girlfriend into their bed, which was when she almost literally tore Max's ugly uniform and bra off and attacked the other woman's enormous tits. She then spent a few long minutes in boob heaven, rubbing her face all over those massive juggs before finally taking one of Max's nipples into her mouth and sucking on it greedily. She then do the same to the other, going back and forth for quite a while, but even then her hand slid down to Max's big ass as if her body was trying to remind her exactly what she wanted to do to this ridiculously curvy woman, who deserved everything she was about to get for teasing Caroline all day long.

"Bend over!" Caroline practically yelled in Max's face, "I want that ass!"

Max grinned wickedly, and immediately did as she was told. If it had been anyone else she would have mocked them for being bossy or something, and Max did have to push down the desire to tease the blonde on how this was quite the change from yesterday, but honestly having Caroline being so forceful with her, and lusting over her ass, was just too hot to risk ruining Caroline's mood. Max loved the way that her girlfriend lusted after her big boobs, but because of it her ass had ended up feeling neglected. Wanting to change that Max made sure to shake her fat ass when she got up and on all fours, making her juicy cheeks jiggle and ripple, which in turn made Caroline growl with lust.

"You want this ass?" Max teased now Caroline was nice and distracted.

"Fuck yeah." Caroline moaned softly, "Oh my God Max, you're ass is sooooooo hot. Mmmmmm, I wanna fuck it! Oh yeah, I wanna fuck it just like I did last night, only harder!"

"Oh really? The high and mighty Caroline Channing wants to fuck my big fat ass, huh? Well, how about she earns it?" Max teased, slowly pulling down her underwear to reveal her ass in all its glory, "How about she earns the right to fuck my ass by licking my little ass hole and getting it all nice and ready for her big dick?"

"Ewww..." Caroline responded automatically, before almost immediately adding dreamily, "Okay."

With that Caroline buried her face in Max's big butt and did the same thing she had been doing to her boobs a few seconds ago. Namely rub her face all over the soft flesh, which initially made Max have to stifle a giggle, especially when Caroline literally motor-boated her booty. But then Caroline stuck out her tongue and began greedily licking her ass hole with more initial enthusiasm than she had ever shown for eating her pussy, making Max wonder if Caroline had in fact been thinking about this throughout the day half as much as she had. God, she hoped so. That would be hot. Almost as hot as looking back and seeing Caroline's beautiful face buried in between her butt cheeks.

After practically suffocating herself for a few long minutes Caroline came up for air and whimpered, "God Max, your ass taste so good. I can't believe it tastes this good!"

Again Max was tempted to mock Caroline for this, and even opened her mouth to do so, but was able to resist as she didn't want to spoil the mood. Besides, Caroline buried her face back in her ass the second she was done talking, even diving down she said those final words, so all that came out of Max's mouth was a long loud moan and a couple of swear words. It continued to be that way for a few long minutes as Caroline gave her the most passionate rim job of her life, even switching from licking her ass hole to trying to push her tongue inside it. And after the fucking her ass had taken yesterday she succeeded, Caroline's tongue pretty much completely burying itself in Max's butt and then starting to fuck it.

Then after a few minutes of hammering Max's ass with her tongue Caroline swapped it for a finger, which she rubbed against the other girl's very wet pussy lips before pushing it into her back hole so it slid in like a hot knife through butter, causing both women to moan loudly and then Caroline followed up with, "Wow Max you're so tight."

"That's surprising, considering how many guys have been up there." Max grinned, unable to stop herself, "And you, of course."

Looking back over her shoulder Max was surprised that Caroline didn't even roll her eyes, let alone offer up any sort of retort. No, she just started fingering her ass, giving up a nice and steady thrust which made Max moan with pleasure. Fuck, she loved anal. There was nothing in the world like getting her ass fucked, and while she'd prefer a big cock a little fingering was a nice appetiser. Especially as she was like 90% sure that Caroline was about to strap on a dick and pound her slutty ass. Which granted wasn't as good as the 100% she always got with guys, but it was still really good, and considering the way Caroline had been acting today, and the way she was looking at her right now, Max wasn't worried at all.

Proving that her friend had been right not to worry Caroline pulled her finger out after a few minutes, roughly smacked Max's ass and ordered, "Finger your own ass while I go get the strap-on."

Not needing to be told twice Max reached back and slammed a finger up her own ass hole, which was easy after Caroline's attention. She then glared at the blonde and prompted her, "Well..."

Caroline blinked for a few seconds, waking herself up from her haze of lust from having Max violate herself without even bothering to lubricate her finger first. Then she mumbled some apology and literally tripped herself up trying to get the strap-on as fast as she could. When she found it she immediately turned back to Max who now had two fingers inside her butt hole, and was taking a third in as Caroline fumbled to step into the harness, pull it up her thighs and then secure it around her waist. Then she almost returned to the bed without remembering the lube, Caroline cursing herself, running back and applying a generous amount before literally jumping on the bed behind her best friend turned girlfriend and smacked her ass again.

"Spread your cheeks bitch!" Caroline ordered with a surprising level of confidence, "I want the best possible view of my big dick owning your slutty little ass hole!"

There was a long pause in which Caroline worried she had gone too far, then she heard Max reply, "I don't know what's got into you, but I like it. And I know what's about to get into me. Spoiler alert, it's your big dick. Mmmmmmm yeah, I want every single inch of that big dick of yours in my fat ass. Come on Caroline, own my hole! Fuck my bitch hole! Fuck it like you own it!"

As she spoke Max slowly pulled her fingers out of her own ass, reached back and pulled her meaty cheeks as wide apart as possible, once again causing Caroline to get lost in the beautiful sight before her. Then she snapped out of it, grabbed a firm hold of her dick and guided it to her target. She then spent a few long seconds rubbing it up and down Max's crack, mostly just to annoy her roommate, but there was only so long she could wait before pressing the tip of that toy cock firmly against Max's ass hole. When she did that slutty back door let her in without too much fuss, Caroline practically drooling as she watched Max's slutty ass swallow the head of her big dick.

Even as her ass hole stretched obscenely wide to swallow the head of the dildo Max moaned in pure pleasure, swore and begged for more, Caroline giving the shameless anal slut what she wanted before her begging could even pick up steam. Given that whenever she stopped Max begged for more Caroline only stopped a couple of times before just give a continuous thrust, the entire time Max spreading her cheeks to give Caroline the best possible look of her dick disappearing into that obscenely stretched butt hole. Then just when she didn't think it could get any better her thighs came to rest against those meaty cheeks, announcing that she had buried every inch of her strap-on dildo into Max's slutty ass.

Which was a fact which of course made Max swear with joy, "Oh fuck yeah, mmmmmmm, that feel soooooooo gooooooodddddddd! Mmmmmmm, your cock feels so good in my ass. Fuck, you've got every inch in me now don't you Caroline? Ooooooooh yeahhhhhhhhhh, every single inch of your big cock up my slutty gay butt! Mmmmmmm yeah, and now I want you to fuck it. Ohhhhhhhh fuck yeah, fuck my big fat ass! Pound it hard and deep and make my juicy cheeks jiggle for you! Please? Please pound me, pound my slutty little ass hole, pound it hard and deep and make me cum. Come on Caroline, fuck me like a whore! Fuck me like the nasty little anal whore I am! Fucking fuck me! Just fucking, ooooooooohhhhhhhhhh fuckkkkkkkkkkkk yeahhhhhhhhhh, fuck me, oh fuck!"

For a few seconds Caroline paused to savour the sight of her thighs pressed firmly against Max's juicy cheeks, and the other woman's shameless begging, but she couldn't wait any longer than that to start officially butt fucking her best friend turned so much more. When she did Max's words dissolved into random swear words in between all the moaning, groaning and whimpering of pleasure. Yet she still spread her meaty cheeks, meaning Caroline had a perfect view of her strap-on sliding in and out of that obscenely stretched back door, which Caroline loved more than she could have ever imagined. True, outside of today that wasn't saying much, but that didn't make it any less surprising. Not that Caroline could really think about it now, as she was just too lost in the breath-taking sight in front of her.

Max also was surprised about how much she was loving this. Sort of. She knew she loved butt sex, however this was only her second time getting her big butt fucked by another girl, and wow, she should have been doing this for years. True, she missed the warmth of a real dick, and to feel it throbbing inside her, but every real dick she'd had up her ass had been seconds away from cumming at this point, and while Max loved the nasty feeling of a guy blowing his load deep into her rectum, and having his sperm slowly dripping from her ass hole for days afterwards, it couldn't compare with the multiple anally induced orgasms she had received last time she had taken this strap-on up her ass. The only thing that came close was Caroline gently pumping her ass, proving Max was an even bigger anal slut than she originally thought.

Even though she had no intention of admitting it out loud one of the reasons this was so wonderful was it was Caroline doing this to her. She had rarely cared about the guys she'd let fuck her, especially not up the ass, but Caroline was special. She actually loved Caroline. Also despite it not actually being part of her Caroline was effortlessly better with her dick than most of the guys Max had been with. And she somehow seemed to enjoy it even more than them, even though again her dick wasn't real, meaning that she couldn't feel the intoxicating penetration like a guy would have, or even as Max did. Yet as she looked over her shoulder at her roommate Max could clearly see that Caroline was enjoying the hell out of this.

It was kind of ironic considering Caroline had been very vocal about never wanting to try anal sex. Apparently after last night she didn't have the same objections when it was someone else's ass getting fucked. Which was lucky for Max, because the idea of last night being a one time thing was a nightmare for her. Fortunately it looked like this would become a regular thing, and even though it didn't seem possible it might get even better considering Caroline was gaining confidence with every thrust, and the gentle butt pumping she was dishing out was helping her rectum to relax to the point that any discomfort quickly faded away and all Max felt was pure pleasure.

Through it all Caroline's gaze was locked onto the dildo pumping in and out of Max's ass hole, Max spreading her cheeks the entire time to give her girlfriend the best possible look at her stretched hole. Which for a while was pure heaven, but Max was greedy. It was probably a byproduct of being poor. She didn't have much, but sex was always free, at least when you were smoking hot as she was, and if she wanted hard butt sex all she had to do was ask and the loser she was currently with would gladly pound her fat ass for as long as he could before blowing his load. Which again, was not enough to make her cum, but remembering the sensation always got her off later. With Caroline that wouldn't be necessary, so it didn't take long for her to beg for more.

"Oooooooooh fuck me! Fuck me harder! Fuck my ass hard and make me cum." Max begged, "Fuck me, mmmmmmm, fuck my big fat ass hard and deep. Ohhhhhhhh yeahhhhhhhh, make that big booty bounce for you Caroline. Mmmmmmm yeah, make my fat butt jiggle like jelly as you pound it hard and make me fucking cum like the anal whore I am!"

Caroline was startled when she heard Max's voice. She even looked away from the other girl's obscenely stretched ass hole to look at her face. Then she blinked a few times, and then tightened her grip so she could give Max what she wanted. After all, she was a very giving person, at least when Max was involved, and normally Max was such a force of nature she got her own way anyway. But not this time, Caroline decided with an evil grin. No, she knew from the other things that they had happened together that a little teasing made you cum faster, harder and more frequently later on, and again she was a very giving person when it came to Max and wanted to give her the most pleasure possible.

If Caroline was honest though the main reason she was doing this was for selfish reasons. Because it felt like she had only just started fucking Max's fat ass, and she wanted more. She would always want more. Max Black's big fat ass was like a drug for Caroline, one it felt like she had only barely tasted and yet she was already completely hooked on and desperate for as much as she could get. So she ignored Max for what felt like hours. No matter what she said, what she bribed or threatened her with, or how desperately Max begged Caroline just continued gently pumping Max's big butt, and the brunette just kept on spreading her cheeks throughout as a sign that however much she hated the teasing she didn't want Caroline to stop fucking her ass. Which was good, because Caroline had no intention of stopping.

All of a sudden that was exactly what Caroline did, pulling the full length of her cock out of Max's fat ass, slapping those cheeks hard enough to make them shake and ordered, "Get on your back! I want to see those big tits bounce for me while I fuck that dyke ass of yours."

Without a single hesitation Max did as she was told, flipping over onto her back and even grabbing both her legs so she could pull them back and give Caroline access to her slutty ass hole without blocking the view of those big tits. This had Caroline grinning wickedly, especially as she took a few long seconds to stare at Max's ass hole which was already slightly gaping. Then she shuffled forward and slowly pushed her cock back into Max's fat ass, not stopping until every single inch was buried in the other woman's bowels. Caroline then savoured the moment, grinning down at her girlfriend until Max got fed up and opened her mouth again.

Then and only then did Caroline start ass fucking the other girl again, whatever Max was going to say quickly forgotten in favour of more moans, gasps, cries and whimpers of pleasure and frustration as she re-established the slow and steady rhythm she had been using to take Max's fat ass before. Except maybe a little harder. Just a bit. Then a lot harder, Caroline slowly pushing Max as close to the edge of orgasm as she thought she could without letting her go over it, and then stopping completely. She then repeated the process. The best thing? The entire time Max's massive boobs bounced and jiggled with every little thrust, and the harder Caroline fucked that ass the more they bounced and jiggled, meaning that for the next few minutes, or however long it was, Caroline was pretty much in heaven.

Max meanwhile was in hell. A hell where she was tortured through anal pleasure, probably making this homophobes hell, but nevertheless she was suffering. And no matter what she said or did the woman who claim to love her just kept torturing her with the most amazing ass fucking of her life. The only thing which kept her sane was knowing that when she did eventually cum it would almost definitely be the most powerful climax of her life. Or more likely, climaxes. Yes, the thought of that pleasure to come kept her sane. That and the thought of what she would do to Caroline in retaliation for this mixture of ecstasy and agony.

At first she considered stealing that strap-on, tying Caroline down so she couldn't get away and shoving it up her ass. But no, Max would never do something like that to Caroline, no matter how mad she was at her. Besides no matter how desperately needy she became for an orgasm on some level Max enjoyed this. Hell, some sadistic part of her loved it even more because the pleasure was practically painful. And if Caroline wanted to torture her through sex, Max could more than repay the favour with a nice long pussy licking. Maybe she'd keep that tied up idea, because she was sure Caroline would look great in bondage.

Then Caroline could return the favour. Tie Max up and ravage her ass for hours. So, like tonight except Max would literally be helpless. Caroline's helpless little anal slut. Yes, Max like that idea, even if it did eventually fail to keep her sane, her words dissolving into mindless whimpers, her hands falling down around her sides and her legs slipping onto Caroline's shoulders. Max wasn't sure how long Caroline butt fucked her like that, but by the time Caroline pulled her strap-on out of her ass again she was nothing but a mindless animal and would have eagerly done anything to cum. Luckily for her what she had to do wasn't complicated at all.

"I'm tired of doing all the work." Caroline announced, lying down before continuing, "Ride me slut. And make sure you're facing away from me. I want to see that big booty bounce as you make yourself cum."

Scrambling to do as she was told Max practically jumped on the dildo, her gaped butt hole easily accepting and then sliding down the shaft so it felt like she was sitting on Caroline's lap in seconds. She then started bouncing up and down, reasonably gently at first just so she could get a rhythm started, but then she quickly built on the speed and power until she was almost definitely literally wrecking her own rectum. Which would have been totally worth it for the incredible climax she soon received, Max throwing her head back and letting out a deafening scream as her cum started violently squirting from her cunt as whatever was left of her mind completely melted.

Caroline was initially annoyed because Max mounted her face to face instead of facing away, but ultimately she decided to take pity on her as she was obviously so desperate to cum. Also even though she'd been Jonesing to see those meaty cheeks jiggle feeling them against her thighs was almost just as good, and seeing Max's huge boobs practically smacking her in the face more than made up for it. Perhaps most of all she loved the sensation of Max's cum squirting onto her stomach, and at one point even tits, the whole time Caroline just leaning back and enjoying the view. Well, except for occasionally smacking that big booty, but who could blame her?

Although during what was probably the fifth strike Caroline did yell out, "I said face the other way bitch!"

Caroline wasn't expecting anything from that, especially given how glazed over Max's eyes looked, but to her surprise the curvier woman lifted herself up and turned around mid thrust and suddenly Caroline was confronted with what had to be the best butt on Earth. She wasn't sure how long she spent staring at that big jiggly butt as it wobbled like jelly in an earthquake, or how much Max came, or even how much she came, the stimulator within the harness and the sheer joy of brutalising Max's fat ass eventually catching up with her, but it felt like hours, and she was sure that it was at least one since they had started the sodomy.

All Caroline really knew was that one moment Max was anally riding her like her life literally depended on her destroying her own ass hole, then Max was collapsing back down on top of her. Then, despite the significant weight difference and her normal lack of strength, Caroline rolled them over so Max was lying on her stomach and she was lying on top of her and then she began using every ounce of her strength to fuck that fat ass again, triggering yet more orgasms for them both as she desperately tried to make those cheeks jiggle as much as they had been a few seconds ago. She didn't quite manage it, but they still jiggled plenty.

Caroline didn't know how long she fucked that big booty, or where she found the strength to continue considering she had felt exhausted when she had ordered Max to take over the thrusting. She wasn't even sure how she turned her over in the first place. It probably had something to do with a primal need, like how animals were capable of gnawing off their limbs to escape a trap. And that's all the 2 broke girls were now, animals, one relentlessly pounding into her mate as they both experienced pure ecstasy. The only difference was that Max was no longer able to talk, while in her current state of mind Caroline was more than willing to take over.

"Take it, take it, take it, take it, fucking take it!" Caroline repeated over and over again before completely losing control of what she was saying, "Take it up your fat ass! Oh my God, I can't believe how much I'm loving it! Mmmmmmm yeahhhhhhhhh, I'm loving your big fat ass. I love fucking your big jiggly butt! Mmmmmmm, it's so hot! I love it, ooooooooh fuck, and so do you. Ohhhhhhhhh yeahhhhhhh, you love it up the ass! You love my big dick in your tiny little ass hole, mmmmmmmm, pounding your big juicy dyke butt, oooooooooh Max, I'm cumming again. Aaaaaaaaaahhhhhhhhhhh fuckkkkkkkkkkkkk yesssssssssss, oooooooooohhhhhhhhhh Goooooooddddddd, I'm cumming from fucking your big fat ass and so are you. Oh God yes, cum for me Max! Cum for me as I slam your little butt hole. Ohhhhhhhhhh God, you wanted me to own this hole, huh Max? Well I will, and you'll bend over all the time from now on because I want to do this every day! I want to fuck this big jiggly gay ass of yours daily, and you're going to let me, because I now own your fat ass! Ohhhhhhhhhhh yeahhhhhhhhh, it's my fucking property! Mmmmmmm my hole to fuck! Oh my God Max, I love your ass! I fucking love your big fat queer ass! OOOOOOOOOOHHHHHHHHHHHH MAAAAAAXXXXXXXX AAAAAAAAAAHHHHHHHHHHHHH FUCKKKKKKKKKKKKKKK!"

Max was impressed just how long Caroline was able to remain coherent, but not as impressed as how long and hard Caroline pounded her big butt and made them both cum in the process. Needless to say if Max wasn't in love with Caroline before she was 100% now, especially because of the filthy words coming out of her mouth. Max was pretty sure that Caroline didn't mean them, at least not the last few, but Max was determined that she would. She wanted spoiled little rich girl Caroline Channing to own her fat ass and fuck it every single day. Ideally with only an hour or two in between each butt fucking, however Max may be able to break for longer if it meant eating Caroline's yummy pussy or something.

Of course Max thought most of this after Caroline collapsed down onto her back in a sweaty heap, the 2 broke girls panting for breath as they slowly recovered from the hellacious ass wrecking they'd just enjoyed together. Or at least their minds recovered. It would be a while before most of Max's body recovered, and she wasn't sure her slutty little ass hole would ever be the same again. In fact she knew it wouldn't be, because it was now in love with Caroline Channing. Oh yes, her slutty little ass hole was in love with Caroline Channing, or perhaps Caroline Channing's big dick, and really wanted more of the heaven it had just encountered.

Those thoughts gave Max the strength to roll them over so they were both on their backs, pull herself off of the dildo and turn around so she could stuff that ass cream coated strap-on into her mouth. She then closed her eyes and moaned happily. Max always liked the taste of her own ass, ever since she tried it on a dare, but she had resisted the urge last night because she didn't want to freak out Caroline more than she already had. She now regretted it, because unlike all the other cocks that had been up her butt this one wasn't going soft anytime soon, meaning that there was a lot more yummy ass juice she could collect, and now Max was determined to get every drop of it.

Even better, although Max would have found that hard to believe before she opened her eyes, Caroline was looking down at her with pure lust as she did this. Which of course made Max suck and slurp to the strap-on even more passionately than before and there her mouth rest of the way down so she was deep throating the entire length, locking eyes with Caroline the entire time. Then she began bobbing her head up and down again, just as she had done at the start, Caroline not only reaching down to caress her long brunette locks but she actually provided commentary again, which as before made Max's heart flutter with delight.

"Yesssssss, suck it Max! Mmmmmm, fucking suck it! Suck it, suck it, suck it!" Caroline moaned, so lost in the blow job she almost thought she could actually feel it like a guy could, "Suck my big dick! Mmmmmm yeah, clean that cock of your big fat slutty ass! Oh Max, you're making me feel like such a guy. Ohhhhhhh yeah, I feel like I could blow my fucking load down your throat right now. Mmmmmm, or maybe all over that pretty face of yours. Oh yeah, I love the thought of that. Me fucking you up the ass and then shooting my load all over your beautiful face. Ooooooh, I'm almost tempted to take off this cock and shove you face first into my cunt so I can actually kind of do that. But do you know what I want even more? Do you?

"What?" Max replied after reluctantly removing her mouth from the thoroughly cleaned dick.

"Some more slut ass." Caroline grinned, "I want some more of that big fat slutty ass of yours."

"Then take it." Max challenged, bending over before Caroline could waste any more time talking, "Take my slut butt Caroline! Mmmmmm fuck my slutty little ass hole and show me what a great ass pounder you really are. Fuck Caroline, I never thought I'd be the bottom in this relationship, but if you keep pounding my fat ass like you just did I'll be more than happy to tell everyone how I'm your anal loving little bitch."

Caroline didn't hear that, or anything else Max said, as she was too busy staring at the widely gaping butt hole of her now former best friend and current girlfriend. It was just so open and battered, Caroline able to see deep into Max's rectum via that wide crater which used to be tiny and tight, both the anal walls and butt hole seeming damaged beyond repair from the pounding she'd just given it. Which should have disgusted Caroline, and if it was anyone else it probably would have. Like most of what they did together, but especially this and the ass to mouth, re-energised Caroline to make her feel like she could do this all night.

But could she really do this to Max? This was the woman she loved, and the only good thing in her life. Could she really destroy her ass hole? Because the best case scenario right now seems that she would send them to a mortifying trip to the doctors for them both, Caroline already flushing with embarrassment as she imagined trying to explain how Max's butt hole had got so stretched. But that was the best case scenario. It was far more likely that there was nothing the doctors could do, and Max would never sit right again. Or walk. Or even be able to take a shit. But Caroline just couldn't help herself. No matter what the consequences were she needed more of that ass.

"Come on Caroline, fuck me! Fuck my ass!" Max pleaded, giving up on wiggling her ass in favour of reaching back and spreading her cheeks, "Fuck me right here, in my slutty little shit hole. Mmmmmm yeah, you already stretchered out so good, now I want you to slam it again and permanently make me your anal whore."

After a few long seconds of admiring the view Caroline announced, "Flip over. I want you to look me in the eyes as I fuck you up the ass."

Faster than Caroline had ever seen her obey anything close to an order Max flipped over onto her back and then looked up at her with the kind of desperation Caroline had never seen before. And ever since she had become poor, she had seen a lot of desperation. It was so captivating she almost missed Max grabbing onto both her legs and pulling them back, lifting her butt up slightly and giving Caroline all the access she could possibly need to that gaping little back hole without ruining her view of her girlfriend's big boobs. Obviously Max was very familiar with this position given how she was holding her legs, which sparked some irrational jealousy within Caroline, which she chose to punish the other girl for by moving forward and then sliding her dick around Max's gaping ass hole for several long seconds.

Which of course had Max whimpering pathetically, and then whining, "Caroline! Fuck me! Oh shit, fuck my ass. Fuck it hard."

"What do I get a return?" Caroline teased, both verbally and physically with the dildo sliding around her target, "This whore hole obviously needs to be fucked, but what do I get for giving it what it so desperately needs?"

"Anything!" Max whimpered, "I'll give you anything Caroline."

"Mmmmmm, let me think." Caroline said, pretending too before grinning, "I know... you said something about being my anal whore, didn't you? I like the sound of that. So here's the deal, I fuck this ass again and it's mine. It becomes my personal fuck hole, to use whenever I want. That sound good to you?"

"Fuck yes, own my hole Caroline!" Max replied eagerly, "Own my slutty little ass hole and fuck it all the God damn time. Oh God Caroline, make it yours. Make my ass hole yours. Make my big fat ass yours and fuck it hard, oooooooooohhhhhhhhhhh fuckkkkkkkkkkkkk yeeeeeeeeeesssssssssssss!"

"Oh I'm going to fuck it." Caroline grinned as she slowly pushed her strap-on back into Max's slutty hole, "I'm going to fuck it all night long."

As much as they both tried to make that a reality, especially Caroline, it just wasn't possible. But they were young and managed several hours of brutal butt pounding before they passed out from exhaustion. During that time Caroline took Max's ass in every position she knew, and some she didn't, first in the bed and then all over their small apartment until there was no place that didn't smell like ass sex, and there was nowhere in their home that they wouldn't be able to think about Caroline pounding Max's big butt hard and deep. At least Caroline knew she wouldn't be able to stop thinking about it, and more importantly whether Max thought it was only words or not didn't matter, Caroline would make it very clear that she loved her, and still wanted them to be girlfriends, but she needed Max to be her anal whore and she needed to own her fat ass and fuck it whenever she wanted.


	6. Chapter 6

**Notes for the Chapter:**

> Disclaimer: I do not own 2 Broke Girls. I do not make any money from the writing of this story.

Max had slept so well last night, maybe her best ever. Partly because she had been spooned by her now girlfriend Caroline, and partly because of all the exhausting butt sex they had both clearly enjoyed very much even if as a result they went to sleep super late and then woke up early for more ass sex. As a result getting up and getting dressed was quite the chore, as was simply walking around, but Max just about managed it, and it was totally worth it for those orgasms. However now things were weird, and she was seriously starting to get worried that it would be too much for Caroline, as the confidence she had during the anal sex seem like a distant memory as she seemed so nervous and unsure of herself.

"Okay, what's up?" Max asked. Caroline opened her mouth, clearly about to lie, then thought better of it when Max pushed, "Seriously, you've been weird all morning."

Caroline bit her lip and then asked, "Did you mean what you said last night?"

Actually blushing slightly Max lowered her head and mumbled, "I don't know, did you?"

There was a brief pause, then Caroline softly admitted, "Yes."

Max smiled happily, "Me too."

The two girls then shared a soft smile, and then Caroline pushed, "So, any thoughts on what our safe word should be?"

"Safe word?" Max scoffed, "Safe words are for pussies."

"Max, I'm being serious." Caroline scolded, then stating firmly, "I'm not doing this without one."

"Fine." Max sighed, rolling her eyes and then after a second or two of thinking about it offered, "How about red? I'm pretty sure it's the most common safe word, given all the porn I've watched."

Caroline thought about it for a second, and then said, "That's... a bit impersonal. Oh, how about cupcake? That feels more like us."

"Sure, that works for me." Max shrugged, before grinning wickedly, "So, do I get to call you Mistress Caroline?"

"Well, not when we are at work." Caroline blushed, and then when Max gave her an evil little smile groaned, "I really shouldn't have given you that idea, should I?"

"Probably not." Max admitted with a shrug.

*

To be fair Max would have almost definitely thought of it herself, but the fact Caroline mentioned it meant that Max went even more out of her way to call her friend Mistress or Mistress Caroline for the rest of the day. Quietly of course, and mostly in Caroline's ear, because the last thing Max wanted was for anyone else to hear it. Especially as it normally came with several other words, Max making it her mission to make Caroline blush as she told her throughout the day how hot she looked and exactly what she wanted her to do to her when their shift finally ended. Which of course always made a cute little blush cover Caroline's face. Which just encouraged Max even more.

It was most effective when they were in the middle of the diner, or the kitchen, but Caroline also blushed on the few precious moments that Max could get her alone in either the storage locker or the toilets. Max took that opportunity to push Caroline up against a wall and shove her tongue down her throat, feel her up and tell her in graphic detail how she wanted to eat her Mistress's pussy, and for her Mistress to spank her fat ass, and most of all how badly she wanted Mistress Caroline to wreck her ass hole and leave it gaping wide open. Towards the end of the day she even started bending over when she didn't have too, just to flaunt her big butt in hopes of enticing Mistress Caroline to come out and play.

She did this partly out of retaliation to what Caroline started to do. Which honestly was just smiling, but it was a smile which Max really hadn't seen before. And then there was that look. The look which told Max that as soon as Caroline got the chance she would make her pay for all the teasing she had given her throughout the day. Which of course just made Max tease Caroline more, because Max wanted the punishment. She wanted everything Caroline could give her, and she was practically giddy with excitement about getting it, which couldn't have been clearer when their shift finally ended and they slipped into their cupcake store to set up for their night shift.  
.  
*

"Alone at last." Max purred, and then when Caroline ignored her she whined, "Oh come on Caroline! We don't have to open for another hour, if at all, and-"

Caroline suddenly turned on Max and slapped her best friend as hard as she could across the face. It was so hard that Max's face was turned to the side and the sound of the slap echoed throughout the room. Max then bought her hand up to her own face, cupping it gently while turning back to look at Caroline with pure shock on her face. It was an expression which was reflected on Caroline's face, and the former heiress almost apologised on the spot, even opening her mouth slightly to make her look and feel even more stupid. But she just had this, instinct that this was what Max truly wanted, and given the abrasive girl would have immediately attacked anyone else who slapped her like that Caroline guessed she was right.

Pushing her luck Caroline grabbed Max's face and asked coldly, "Do you think this is funny? Do you?"

"I-" Max began before Caroline slapped her again.

Then Caroline grabbed her face again and continued, "Everything is a joke to you, isn't it? You ask me... no, you beg me to be your Mistress, then use my proper title throughout the day where anyone can hear, tell ME what YOU want to do to ME, as if you're the one in control, and now you want to damage our profits just because you need some discipline? Are you that much of a slut?"

There was a long pause, and then Max lowered her head slightly and whimpered, "I'm sorry Mistress Caroline."

"Answer the question!" Caroline snapped, slapping Max's face again.

"Yes! Yes I'm a slut Mistress Caroline!" Max loudly confessed, before whimpering, "I'm a slut who'd rather get spanked and fucked than make money. And, and I'm sorry. I'm sorry for being such a dumb slut. I just want to be spanked and fucked so bad."

Caroline just stared at her slave for a few long seconds, then folded her arms, "What else are you sorry for?"

Max thought for a minute, then whimpered, "For treating everything like a joke. Especially your proper title. I'm so sorry Mistress Caroline I did not give you the respect you deserve, and for presuming to tell you what I want to do to you when it's your decision, but I swear all that changes now. I promise you Mistress Caroline, starting now I'm going to be the perfect bitch."

"We'll see. For now just do your job, bitch. Then maybe I'll fuck you." Caroline grumbled, becoming angry when Max didn't immediately snapped to attention, "NOW!"

"Sorry Mistress Caroline." Max whimpered, rushing to do as she was told.

While Max was the cook in their arrangement Caroline normally helped her the best she could, even if it was just mostly setting up the store. It was easier as a two-person job, and she was happy to help. But not today. Today she was giving Max her first punishment by making her do everything. Ironically it was in almost half the time, as instead of being lethargic about it and moaning the whole time about their lives Max hurried to do everything, only pausing to look at Caroline for approval. Caroline made sure not to give it, even glaring at her, especially when Max was done and she came to stand in front of her like a puppy hoping for a pat on the head.

"What the hell do you think you're doing?" Caroline snapped, enjoying the bewildered look on the other girl's face for a few seconds before clarifying, "How dare you think you're on the same level as me? Get on your knees you filthy little whore!"

"Sorry Mistress Caroline!" Max apologised, dropping to her knees without another word.

To build tension Caroline then walked around the other girl for a few long seconds, her eyes lingering on Max's charms, then she grabbed a handful of hair and roughly yanked it backwards, causing Max to cry out and nearly lose balance while Caroline got down and growled in her ear, "There, you see what you could achieve when you actually try? Now you can have what you've clearly been begging for all day, a nice hard spanking!"

With that Caroline roughly shoved Max face down onto the floor, only slowing down at the end as she wouldn't want to damage that pretty face. After all, they did have cupcakes to sell, and she didn't want anyone to be put off by a bruised face, or getting the wrong idea and calling the cops. More importantly she didn't truly want to hurt Max. At least not in a way she wouldn't enjoy. Besides, Max was more than strong enough to stop her if she wanted too, and under other circumstances would have been only too happy to whine if she got hurt. As Caroline succeeded, and there was no complaining, it was a good sign she was on the right track.

Either way it was really hard for Caroline to care when Max Black was in the perfect position for her, a.k.a. face down and ass up. The position which pushed that big fat booty into the air, presenting it for Caroline to spank and fuck, although at first she mostly just drooled. Then she kneeled behind it to get a closer look, began sliding her hands over it like the big wonderful prize it was, and of course squeezing and groping it like a piece of meat. And this was while Max still had her ugly uniforms still on. Well, this might be the only time it looked beautiful, while hugging those massive cheeks and making them look even bigger. Of course as much as Caroline did that it wasn't too long she pulled up that skirt and pulled down Max's panties to truly reveal her prize. Besides, if they were going to do this right it had to be a bare bottom spanking.

Max couldn't resist chuckling softly at these actions. After all, for someone so preoccupied with making sure they opened on time Caroline suddenly wasn't in a rush now Max's fat ass was exposed to her. Which gave Max the horrible thought that this was all she was going to get. That Caroline would spend all the rest of the time they had just staring and gently caressing her big booty. Then she would just snap out of it, force Max to get to work and then not touch her again for six long hours until they closed. Or worse, wait until they got home, which would be seven hours of pure hell. Especially as Max had a sinking feeling Caroline wouldn't let Max take care of the need in between her legs herself.

It was a safe bet that she would be spanked, but for a few long seconds there Max actually wanted to beg for more. Then Caroline suddenly lifted both of her hands up and them down as hard as she could upon Max's ass cheeks, making those enormous globes jiggle and the sound of flesh meeting flesh to echo throughout the room, along with a loud cry of joy that Max let out. It was quickly followed by more groping, but that was okay with Max, at least now she had the promise that there was more to come. At least for the spanking. But she could worry about a potential lack of anything else later. For now she just concentrated on savouring the spanking.

Besides, even though she wasn't getting the brutal butt beating that she craved, Max still got to enjoy the humiliation of being on all fours of their little cupcake shop with her business partner treating her like a little sex toy. The sex toy Max was in this wonderful moment. Oh yes, Max was nothing but a toy for Caroline's amusement, her first girlfriend taking total control of her and gleefully watching as her big cheeks jiggled with every blow. It really was a hell of a mind fuck, especially as they were an hour away from opening up their window to the public, who'd probably at least be able to smell her arousal from getting spanked, and hopefully some drying cum after Caroline fucked her. Yes, Max love that idea.

She also loved the idea of one of their regular customers hearing her cry out as a result of getting her ass roughly spank by her girlfriend, something which Caroline very much made a possibility as she slowly but gradually increase the force and the frequency of her spanks. Hell, towards the end Caroline made sure that while they were serving customers Max's big fat ass would be bright red underneath her skirt from the assault she ended up giving her ass. Which of course, pain slut that she was, Max welcomed, crying out in mostly pleasure as she finally got what she really wanted. Well, one of the things. Although what she wanted even more than an ass spanking was an ass wrecking, although Max was confident now she would get it given Caroline's track record.

Caroline was trying to be good and restrict herself to just a little spanking before they opened, because otherwise she feared they would never actually open the shop and they would just spend all night fucking. Or perhaps more accurately, Caroline would spend all night pounding Max's big ass. But who was she kidding, of course she was going to fuck this fat booty. How could she not? God, how could she have ever let Max walk around with an ass like this and not fucked it every single day since they met? Caroline didn't know any more, but it didn't matter. What mattered was making up for lost time by abusing Max's fat butt as much as possible.

Meaning that as much as it would have been the wise thing to do if she was going to slip in a decent ass fucking Caroline just couldn't cut the spanking short. No, instead she made sure it was long and drawn-out, teasing Max for several long minutes with a gentle butt slapping and plenty of groping in between, before inevitably phasing out the groping and increasing the force of her blows. As she did those meaty cheeks jiggled even more, which of course in turn cause Caroline to become berserk, relentlessly using both hands to brutalise her girlfriend's butt cheeks with every ounce of her strength, which of course just made them jiggle even more, causing the cycle to repeat.

Another thing which cause the same results was the fact that Max's ass slowly turned different colours, first pink, then red and then finally just battered and bruised. Which shouldn't have been a turn on, but it was. As was the sounds of pain coming from Max, because it really felt like an achievement to make her not cry out in pure delight at receiving humiliation and pain which Caroline couldn't imagine receiving herself, but loved dishing it out so much. Hell, even during the brutal butt beating Max wiggled her ass and pushed it back against the blows, clearly to entice Caroline, and make sure this was the hardest spanking it could be.

Of course while part of Caroline would have liked to spank Max all night long her hands eventually began aching so much she just couldn't ignore it. More importantly that fat ass wasn't going to fuck itself, and Caroline's constant desire to sodomise her beautiful big bottomed girlfriend soon became too overwhelming to ignore. Well, she did ignore it for a few seconds after the spanking, just to admire her handiwork, first with her eyes, then with her hands, Caroline reaching out and greedily groping that now beaten dark red bottom. Then without so much as a word of warning Caroline buried her face in that big fat booty and started going to town on it.

"Ooooooh fuck yeah! Eat my ass Caroline!" Max cried out in delight, "Mmmmm yeahhhhhh, fucking eat it! Tongue that slutty butt hole of mine, mmmmm ohhhhhhh fuck! Oh God, Caroline, mmmmmm, Mistress Caroline, fuck me! Oh shit, tongue fuck my hole, oh yessssss, fucking rim me! Rim my butt and get it ready for your big cock! Oh fuck! Eat it!"

Max continued encouraging Caroline, both with her words and her constant moans, groans, whimpers and cries of pure pleasure, as her dominant girlfriend went to town on her ass hole, frantically licking it like she was hoping to win a prize in butt munching. Then Caroline began sucking at her forbidden hole and swirling her tongue around it instead of just lapping it. Then she pushed her tongue inside it, and thanks to the amazing ass fuckings she had received from Caroline recently Max's butt hole opene fairly easily and accepted every bit of that tongue. Then finally Caroline began hammering that tongue in and out, making Max grip the tile floor and cry out even more enthusiastically.

"Fuck yeahhhhhh, get that tongue up my butt!" Max called out gleefully, "Ohhhhhh fuck yeah, tongue fuck my butt! Tongue fuck that big fat ass of mine! Mmmmm, shove your tongue as deep as it will go up my fucking butt! Oh yes, ooooooh, get it nice and ready for your big cock! Oh God Caroline, I want you to butt fuck me! I need you to fuck my fat ass hard and deep, mmmmmm, please do it! Please? Oh Caroline, wreck my fucking ass and leave it a gaping mess!"

"Shut up and take it like the bitch you are!" Caroline ordered, only briefly removing her face from Max's fat butt to deliver that order, and to spit on to her ass hole.

Then Caroline buried her face back into Max's booty and started rubbing that spit into her back door, and eventually inside it as she continued her enthusiastic assault of that fat ass. Which Max loved every second of, but she was beginning to get worried that they would run out of time and she wouldn't get her butt fucked, which right now felt like the worst thing that could ever happen to her. Or even worse, that was Caroline's plan all along. To tease her into a whimpering mess and then not fuck her big ass until they got home many hours later. And she couldn't even beg Caroline to hurry up, but she had been ordered not to, and while that wouldn't normally work Max was in such a submissive mood that she found herself automatically going on with it.

Of course she really should have known her butt loving girlfriend better than that by now, as after a few more minutes of passionate ass eating Caroline replaced her tongue with her fingers, at first rubbing them against Max's extremely wet pussy and then shoving a finger up her ass. Gloriously she wasn't at all gentle about it either, ramming that finger all the way inside in one thrust, causing Max to let out an extra loud cry of joy. Then Caroline began hammering that finger in and out, eventually pulling it up and down and side to side and then adding a second finger to really stretch out her needy butt hole, preparing her for the real fun to begin.

"Finger yourself while I go get a toy to fuck you with." Caroline ordered after quite a while.

Immediately Max pressed her face to the floor, reached back and grabbed her own ass. Luckily Caroline was reluctant to pull her fingers out of her butt, meaning it was only a second or two that her ass had to go without something inside it. Max then moaned in happy content as she shoved three fingers into her loosened butt hole, enjoying the exquisite mixture of pain and pleasure that gave her as she watched Caroline retrieve a nice big strap-on dildo from her bag, strap it on and apply lube to it, making Max grin wickedly. She didn't know Caroline had packed it, meaning she had planned to do this, making Max love her even more.

"Okay, that's enough. Stop fingering your whore hole and spread your cheeks for me. It's butt fucking time." Caroline announced boldly, before a wicked thought crossed her mind, "No wait, go to our shop window first. Mmmmm yeahhhhh, go to the window were about to receive customers, bend over the table in front of it and spread your cheeks so I can butt fuck you there!"

"Oh yeahhhhhh, fuck me there Caroline!" Max eagerly agreed, scrambling to get into position, "Wreck my ass while we serve our customers! Mmmmm, and make sure anyone outside hears it! That the entire street hears it, and I'm never able to bend over the table again without thinking about you fucking my fat ass!"

"Like you need that much encouragement." Caroline quipped as she enjoyed the show in front of her.

Caroline watched with glee as Max reached behind her and slowly pulled her meaty cheeks apart like a good little bottom presenting her fuck holes to her top. Or more accurately, presenting her ass hole to be fucked, because while it was encouraging to see just how wet Max's pussy was Caroline barely noticed it as she was too busy staring lustfully at her girlfriend's back door. Then she was too busy pressing the tip of her cock against the back entrance and roughly pushing forwards, partly because she didn't want to waste the preparation, which she was getting dangerously close too after staring for a bit too long, but mostly to punish Max for teasing her all day long.

Of course this backfired as Max cried out with pure joy, "Fuck yeah, stuff my fat ass! Mmmmmm, stuff my big fat ass full of your cock Mistress Caroline! Oh fuck, ram it hard. Fucking wreck my ass!"

For a second the old Caroline, the one who had been so miserable, returned and she scrunched up her nose in disgust, and thought 'slut', which she knew was very accurate. Then a wicked smile of delight crossed her face, formally bratty rich girl Caroline Channing turned on by the fact that her lover enjoyed being roughly anally penetrated. So much so Caroline was tempted to just slam every inch inside Max's fat butt with just one thrust, or a couple of them. But Max may not enjoy that much of an extreme, at least before Caroline did more to loosen her up, and Caroline didn't want to miss the opportunity to slowly slide her cock into her business partner's rectum.

One of the best parts of butt sex was watching her cock slowly invading Max's back hole, especially when the other girl was spreading her meaty cheeks like this to give Caroline the best possible view of the anal penetration, Caroline really wasn't in the mood to deny herself that pleasure. So she began slowly but steadily pushing forwards, which got more verbal encouragement out of Max along with cries, moans, gasps and even whimpers of pure pleasure. For now Caroline ignored the words. Or more accurately she didn't even hear them. Yes, she was way too preoccupied with her strap-on slowly but surely disappearing into her girlfriend's ass hole.

Eventually her thighs did come to rest against those meaty cheeks, announcing the full length of her fake dick was deeply entrenched within Max's bowels. Caroline then pulled her eyes away from that fat ass to look around the room. To look around their cupcake shop. Their dream, which was now a reality, making this moment perfect. Oh yes, it might not be a fortune, but in that moment Caroline Channing had everything she wanted, and more importantly everything she needed. She had a home, she had a business, and more importantly in that moment she had an anal loving fat ass bitch who was willing to do anything for her. God, life was so perfect right now.

Max thought the same thing when Caroline buried every inch of that strap-on deep within her fat butt. It had been a torturously slow butt stuffing, especially after the wonderfully hard initial anal penetration, but it was all worth it for this precious moment of feeling every inch of that big dildo stretching her back passage and making Max feel like a total ass whore. Which was good, because that's exactly what she was now. Caroline Channing's personal ass whore. Something which she made very clear as she shamelessly begged for the butt fucking she so desperately wanted. True, she had been begging throughout the rectum stuffing, but Max was convinced it wouldn't take much for Caroline to officially begins sodomising her.

"Oh fuck, oh fuck, oh fuck, mmmmm yessssss, every inch! Give me every single inch! Oh yes, oh yes, ohhhhhhh yesssssss, every single inch of that dick up my fucking ass! Oh fuck!" Max cried out joyfully, taking a brief break to savour the moment of full penetration before continuing, "Now fuck me! Fuck my big fat butt! Please Mistress Caroline, butt fuck me like the bitch I am! Mmmmmm, bang my little butt hole! Come on, fuck it! Fuck my butt Mistress Caroline! Please? Oh please, fuck me in the butt like the little ass whore I am! I'm an ass whore Mistress Caroline, mmmmm, I'm your personal ass whore, and I need you to ooooooooh yesssssss, mmmmmm, that's it! Fuck me! Fuck my ass! Oh fuck Mistress Caroline, ooooooohhhhhhh fuckkkkkkkkk!"

It took longer than Max hoped but sure enough eventually Caroline began pumping that big wonderful cock in and out of her slutty little butt hole, officially beginning the butt fucking. Oh yes, Caroline was officially fucking her butt. Or should that be Mistress Caroline? Should Max be calling her Mistress by her proper title, even in her own head? Was that what real subs did? Max wasn't sure about that last question, but she thought the answer to the others was yes, as it would make her less likely to screw up later. At least by accident. Besides, it was fucking hot. Although she'd have to be careful to think of her as Caroline while working, and Mistress Caroline while they were indulging in this kind of pleasure.

Thankfully it was very much the latter now, Mistress Caroline effortlessly owning her fat ass as she pumped a big dick in and out of Max's bitch hole for the next few blissful minutes. Things became less blissful after that as her greedy ass craved a harder fucking almost immediately. Which wasn't surprising, because as much as Max loved every aspect of anal sex, what she loved over everything else was the brutal rectum wrecking Mistress Caroline had given her before, and more importantly the amazing climaxes which came with it. Also it should be noted that whatever mild discomfort she felt from actually having her ass stretch was long gone, and now all she felt was pleasure, and the hint of the ecstasy to come.

However while Max normally had no problem asking for what she wanted, or just taking it, things were different now. Now she was Mistress Caroline's bitch. Her little fuck toy. Her lesbian sex slave. Which meant it should be up to Mistress Caroline when she could receive the kind of brutal butt fucking that she always craved. Besides, it wasn't like the slow butt pumping didn't feel amazing in it's own right. Yeah, Max could definitely settle for this for a little while. In fact, the truth was she kind of wanted to hold off on begging for more so she could savour it, and the feeling of her Mistress inside her big fat butt. Oh, and most importantly of all, savour the blissful happiness on Mistress Caroline's face as thanks to Max she continued to get the best possible look at the dildo pumping in and out of Max's butt hole.

Caroline could have easily stared at that all night, but they had a business to run, so sooner then she would have liked she mumbled, "Max, take your hands off your cheeks. Mmmmm, I want to see your big booty bouncing for me. Ohhhhhhh yesssssss, that's it, oooooooh fuck! Max, get on all fours and start thrusting back against me. But not too much! No, mmmmm, don't make yourself cum. Not yet. Just be a good ass slut and ride my cock! Mmmmmm yesssssss, oh God Max, that's it, bounce that big fat ass! Oooooooohhhhhhhhh fuckkkkkkkkkk yeeeeeeeesssssss girl, bounce it! That's it, bounce that big jiggly butt like the good little submissive anal slave you are!"

"Yes Mistress Caroline." Max grinned as she obeyed.

Max moaned those words several times, although she wasn't sure they registered as Mistress Caroline just continued talking trash, and rambling about just how much she loved Max's big jiggly butt. Which was pretty much the only time Max really enjoyed hearing Mistress Caroline talk this much, and unlike usual she listen to every word. She also loved each and every one of those words, especially the permission to lift herself up onto all fours and start thrusting herself back and forth. True, Mistress Caroline had clarified she wasn't allowed to make herself cum, but she was allowed to give herself more pleasure, which Max had been craving ever since the ass fucking began.

With well practised ease Max was able to time her thrusts with Mistress Caroline, meaning that when the blonde pushed forwards the brunette pushed back, meaning that thigh met butt as hard as possible, creating the maximum amount of jiggle, just as the dildo went as deep into Max's slutty ass as possible. Max was rewarded with more wonderful words from Mistress Caroline, however those words along with the harder butt fucking meant that Max was on the edge of climax in what felt like a matter of minutes. Somehow sensing that Mistress Caroline then kept Max on the edge of climax until ultimately the impatient brunette could no longer take it, and she shamelessly begged the blonde for what she had been craving all day, a brutally hard rectum wrecking.

"FUCK ME! FUCK ME HARDER!" Max screamed at the top of her lungs, and then when she received a warning slap to her meaty cheeks quieted herself down as much as possible, which wasn't a lot, and didn't last that long, "Ohhhhh fuck me, aaaaaahhhhhhhh fuck! Mmmmmm, fuck me Mistress Caroline! Fuck me hard and make me cum! Please? Please Mistress Caroline, pound my whore ass and make me cum! Ooooooh yesssssss, pound that ass! Pound it! Pound fuck that big fat ass of mine like you own it, mmmmmm, which you do. Oooooooh yeahhhhhhhh Mistress Caroline, you own my fucking ass hole! It's your fuck hole, so fuck it! Mmmmmm yeahhhhhhh, fuck it hard! Please? I need it fucked! Oh God, make those big bubbly cheeks of mine jiggle for you as you bang that big booty and make me cum like the big bottomed bitch I am! Ohhhhhhhh Gooooooddddddd Mistress Caroline, wreck your big bottom bitch's big fat booty! Fucking destroy my bitch hole! Show me that you fucking own it! Ohhhhhhh yeahhhhhhh, that's it, oooooooooh Gooooooodddddddddd yessssssssss, OOOOOOOOOOHHHHHHHHHH YESSSSSSSSSSSSSSS, AAAAAAAAHHHHHHHHHH GOOOOOOODDDDDDDD!"

Finally Mistress Caroline started picking up the pace, slowly at first, although it didn't actually take that much to push Max over the edge of her first wonderfully hard anally induced climax of the evening, which left her completely incoherent. It was then quickly followed by another, and another, and another as her wonderful Mistress relentlessly wrecked her rectum with machinelike efficiency and power, which caused Max to fall even more in love with her, if that was possible. Especially when the pace had reached a crescendo, and Mistress Caroline had to be pounding her butt with every ounce of her strength. It certainly felt like it, given Max felt she was being spanked, and the sound of flesh smacking off flesh was almost as deafening as her screams of pleasure.

If there was any customers waiting for them behind the window they would have definitely heard, and it was the same story if anyone was left in the diner, but Max didn't care. Actually she did, only she hoped there were, because right now she wanted people to know that not only was she lucky enough to be getting laid, but the person giving it to her was giving her the most amazing orgasms of her life. Also hopefully people knew the fact that that person was a girl, given what she said earlier, and the fact that she constantly screamed Caroline's name. She was now leaving out the proper title of her Mistress pretty regularly, but hopefully that would lead to another nice hard spanking, quickly followed by a brutal butt busting just like this.

Caroline certainly planned on it, although she couldn't be certain that she would actually remember it, as the whole world fell away and the only thing in it was the big jiggly piece of ass in front of her. To be fair it didn't really matter, as she could guarantee Max would do something to piss her off in the near future, either accidentally or on purpose, giving her the perfect excuse for a spanking. Not that she actually needed it. No, Caroline was officially Max's Mistress now, which meant she could spank this fat booty any time she wanted. She could fuck it too, because it was hers. Oh yes, Max Black's big fat ass was her fucking property, something she made very clear throughout the butt pounding.

Sometimes even verbally, Caroline practically growling, "Mine! Mine, mine, mine, mine, mine! Mmmmmm yesssssss, this fat ass is mine! I fucking own it! It's my God damn property! Ohhhhhh yeahhhhhh, mine to use however I want. Do you hear me Max? Your big jiggly butt is mine to fuck! Oooooooh yeahhhhhh, your ass hole is my fuck hole, because you're my bitch! Yeahhhhhhh, you're my bitch, you're my bitch, YOU'RE MY FUCKING BITCH! Ooooooooh yesssssss, your tits are mine, your cunt is mine, your ass is mine, ohhhhhhh fuckkkkkkk, every part of you is mine! You're mine! You're mine, you're mine, you're mine, you're mine, YOU'RE FUCKING MINE, mmmmmm fuckkkkkkkk, I LOVE THIS ASS! I LOVE FUCKING THIS BIG FAT ASS! AAAAAAAAAHHHHHHHH FUCKKKKKKKKK, TAKE IT MAX, TAKE IT LIKE A BITCH, OOOOOOOOHHHHHHH GOOOOOOODDDDDDDDD, MMMMMMMMMM YEEEEEEEESSSSSSSS FUCKING TAKE IT!"

When words were no longer an option, both because her voice was sore from screaming and because she was just too far gone, Caroline completely devoted herself to trying to literally ruining Max's rectum. Which was a bad idea, because they couldn't afford the rectum reconstruction surgery, and having to go to the doctors for that would be extremely embarrassing. Even if she made Max go alone it would still be unbearably embarrassing imagining Max at the doctors, proudly telling them her girlfriend the formerly rich and famous Caroline Channing completely ruined her ass hole, which was now her favourite fuck hole. God, maybe it would even become a news story. Caroline Channing, heiress to butt pounder. And yet, Caroline just couldn't stop. No, she was too addicted to slamming this amazing ass.

The normally tough Max Black bent over in front of her, giving up her most private hole and acting like a totally submissive bitch, being Caroline's totally submissive bitch, taking it in her ass hole like a bitch, and most of all those big meaty cheeks jiggling like crazy in front of her just drove Caroline completely wild. Like literally, Caroline becoming like a wild animal relentlessly pounding into her submissive mate for a few long minutes. And of course, just before that she received an incredibly satisfying climax, quickly followed by another, and another, and another. The kind of climax Caroline could only receive when fucking Max Black's big fat booty.

Almost through it all Max was hammering herself back against Caroline, so that the 2 broke girls were working together to ruin Max's rectum. Unfortunately they didn't have unlimited stamina, and ultimately they collapsed in exhaustion down onto the counter. As always Max was the first, her climaxes just proving to be too overwhelming for her to keep it up, but Caroline didn't last much longer after that, and soon enough they were lying in a sweaty heap together. Then Caroline began lazily kissing the sweaty flesh underneath her, paying special attention to Max's neck, which she ultimately bit down upon so she could leave a mark of ownership somewhere obvious where all their customers would see it.

Then Caroline decided to get a good look at her handiwork, purring in Max's ear, "Spread your cheeks."

"Mmmmm, yes Mistress Caroline." Max moaned softly.

Max slowly reached back and spread her cheeks, proudly showing off her gape with a wicked grin on her face. She was just about able to see that Mistress Caroline had a similar expression on her face, the blonde perfectly content to stare deep into the brunette's bowels via the gaping crater that was her ass hole. Then after a few long minutes of staring Mistress Caroline leaned over her, unlocked their window and opened it wide. Which was a shockingly bold move for Mistress Caroline, as even if their top halves were still clothed Max's current position was very suggestive, and all it would take was one closer look to realise that Mistress Caroline was wearing a strap-on, and Max wasn't wearing anything below the waist. Sadly there was no one waiting to be served, but it still added a hell of a kink moving forward.

After a few seconds of making sure no one was watching, Caroline pushed Max's hands off her cheeks, smacked that ass and ordered, "On your knees slut! Mmmmm, I want you to suck my cock as I serve our customers."

"Yes Mistress Caroline." Max grinned with delight, again quickly doing as she was told.

Once Max was on her knees she wasted no time in wrapping her lips around the head of Mistress Caroline's dildo and then she moaned loudly as she tasted the deepest part of her butt. As was becoming routine she then savoured the flavour for a few long seconds as she slowly sucked the head of the toy clean, and then she started bobbing her head slowly up and down, taking more and more of the dick until she had about half in her mouth with the tip of it pushing against the entrance to her throat. Then finally she pushed the strap-on into her throat, ignoring the urge to choke and gag as she would not be denied a drop of her own butt cream.

It took longer than usual for Max to deep throat the entire length, not because she was actually struggling, but because she wanted to draw this out so she could get caught. Get caught sucking cock in the middle of her cupcake shop. Sucking her girlfriend's cock! Oh yes, Max wanted to get caught sucking the strap-on cock of her girlfriend Caroline Channing. Ideally where one of their regular customers would see them, and she would happily tell them if given half the chance that she was sucking her own anal juices off of it as the formerly rich girl had just given her one of the best butt fucking of her life. Alas it was not to be, as Mistress Caroline firmly grabbed the back of her head to prevent her from going anywhere when they got a customer. Oh well, at least Mistress Caroline didn't chicken out then serving them.

Caroline almost did, freezing when someone finally came up to the window and almost missed their order. Then came the moment of truth, the moment they noticed and craned their neck to see the brunette head bobbing in between her legs, causing Caroline to blush yet boldly stating, "What? You've never seen a submissive bitch sucking cock before?"

There was a moment's silence, then the customer, who was thankfully a man, grinned and simply said, "Wow, awesome! Erm, do you girls do requests?"

As she already had his money Caroline's response was simply, "Get out of here! And as for you, keep sucking. You're not done yet."

Max had never been more proud of her woman, grinning around the cock in her mouth and staring lovingly at Mistress Caroline throughout this exchange. Then she stuffed the last few inches of dildo down her throat and then gleefully kept bobbing her head up and down the dick, giving the most passionate, and more importantly the loudest, blow job she had ever given. Sadly a short time later Caroline made her stop and that was the last sex act they did in front of the window. At least for tonight. Although on the bright side instead of being allowed to put her pants back on Max instead simply wore an apron for the rest of the night, meaning any time she turned around she flashed the open window her beaten and gaped butt, which Mistress Caroline stared at almost the entire shift, inspiring another hellacious ass fucking when they finally closed the store many hours later.


End file.
